CTBay© - TOS - Terms of Service
Welcome to Clinical Trial Bay!
By accessing or using the Service or Websites You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Clinical Trial Bay that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service or Websites.
We may update the Service and Our Websites from time to time and may change content at any time. However, please note that any of the content on Our Websites may be out of date at any given time, and we are under no obligation to update it.
1. USE OF THE SERVICE AND WEBSITES
1.1 You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party other than Your Users; (b) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (c) falsely imply any sponsorship or association with Clinical Trial Bay; (d) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights; (e) use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (f) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (g) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Service; (h) use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (i) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); or (m) try to use, or use the Service in violation of these Terms.
1.2 You agree and acknowledge that you will have limited service functionality until You sign a commercial contract with Clinical Trial Bay Limited. For more information please contact firstname.lastname@example.org.
1.3 You are responsible for compliance with the provisions of these Terms for any and all activities that occur under Your Account, as well as for all Your Data. Without limiting the foregoing, You are solely responsible for ensuring that Your use of the Service to store and transmit Your Data is compliant with all applicable laws and regulations. You also maintain all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for Your purposes. You agree and acknowledge that each User will be identified by a unique username and password (“Login”). You and Your Users are responsible for maintaining the confidentiality of all Login information for Your Account. The Clinical Trial Bay will not be held liable for any damage or loss that may result from Your failure to protect Your login information, including Your password.
1.4 Clinical Trial Bay reserves the right, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance to the Service (of which Clinical Trial Bay will use commercially reasonable efforts to notify You in advance through our Service) (“Planned Downtime”); (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks; or (c) if We suspect or detect any Malicious Software connected to Your Account or use of the Service by You, Your Users or Your Affiliates. We will use commercially reasonable efforts to schedule Planned Downtime for weekends (Central European Time zone) and other off-peak hours.
1.5 We do not guarantee that Our Websites, or any content on them, will always be available or be uninterrupted. We reserve the right to suspend, withdraw, discontinue or change all or any part of Our Websites, excluding the Service, without notice. We will not be liable to You if for any reason Our site is unavailable at any time or for any period. You are responsible for making all arrangements necessary for You to have access to Our Websites.
1.6 You may link to our Websites provided You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists. You must not establish a link to Our Websites in any website that is not owned by You. Our Websites must not be framed on any other website, nor may You create a link to any part of Our Websites other than the home page. We reserve the right to withdraw linking permission without notice.
1.7 Where Our Websites contain links to other websites and resources provided by third parties, these links are provided for Your information only. We have no control over the contents of those websites or resources.
2. INTELLECTUAL PROPERTY RIGHTS
2.1 Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You, Your Users and Your Affiliates to use the Service and the Websites under these Terms do not convey any additional rights in the Service or Websites, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service and Websites as expressly stated herein, all rights, title and interest in and to the Service, the Websites and all hardware, Software and other components of or used to provide the Service and Websites, including all related Intellectual Property Rights, will remain with and belong exclusively to Clinical Trial Bay. Clinical Trial Bay shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service and/or Websites or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, or Your Users. Clinical Trial Bay, and Clinical Trial Bay’s other product and service names, and logos used or displayed on the Service or Websites are registered or unregistered trademarks of Clinical Trial Bay (collectively, “Marks”), and You may only use such Marks to identify You as a Clinical Trial Bay User; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Clinical Trial Bay, its services or products.
2.2 You must not use any part of the content on Our Websites for commercial purposes without obtaining a license to do so from us or Our licensors. We are the owner or the licensee of all Intellectual Property Rights in Our Websites, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
2.3 Clinical Trial Bay claims no intellectual property rights over the content You upload or provide to the Service.
2.4 Notwithstanding anything to the contrary herein, you agree that Clinical Trial Bay may obtain and aggregate technical and other data about your use of the Service that is non-personally identifiable with respect to you (“Aggregated Anonymous Data”), and Clinical Trial Bay may use the Aggregated Anonymous Data to improve, support and operate the Service and otherwise for any business purpose during and after your use of the Service. For clarity, this Section 2.4 does not give Clinical Trial Bay the right to identify you as the source of any Aggregated Anonymous Data.
3 DATA PRIVACY AND SECURITY CONFIDENTIALITY
3.1 If You choose, or You are provided with, a user identification code, password or any other piece of information as part of Our security procedures, You must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by You or allocated by us, at any time, if in Our reasonable opinion You have failed to comply with any of the provisions of these Terms.
3.2 Subject to the express permissions of these Terms, You and Clinical Trial Bay will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our respective employees and representatives who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this Section 3 shall supersede any non-disclosure agreement by and between You and Clinical Trial Bay entered prior to these Terms that would purport to address the confidentiality of Your Data and such agreement shall have no further force or effect with respect to Your Data, except to the extent any provisions thereof are intended or expressly stated to survive.
3.4 You agree that Clinical Trial Bay and the service providers it utilizes to assist in providing the Service to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Your Data solely to the extent necessary to provide the Service, including, without limitation, in response to Your support requests. Any third party service providers We utilize will only be given access to Your Account and Your Data as is reasonably necessary to provide the Service and will be subject to confidentiality obligations.The Clinical Trial Bay may also access or disclose information about You, Your Account or Your Users, including Your Data, in order to (a) comply with the law or respond to lawful requests or legal process; (b) protect Clinical Trial Bay’s or its customers’ or partners’ rights or property, including enforcement of these Terms or other policies associated with the Services; (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.
4. CANCELLATION AND TERMINATION
4.1 You may elect to terminate Your Account of the Services at any time by requesting cancellation from Clinical Trial Bay’s support
4.2 We reserve the right to delete all Your Data in the normal course of operation any time after the expiry of 14 days after the cancellation or termination of Your Account. Your Data cannot be recovered once it is deleted.
4.3 Clinical Trial Bay reserves the right to modify, suspend or terminate the Service, Your Account or Your and/or Users’ rights to access and use the Service, and remove, disable and discard any of Your Data if We believe that You, Your Users or Your Affiliates have violated these Terms. Unless legally prohibited from doing so, Clinical Trial Bay will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions, and provide You with an opportunity to cure such breach within 15 days from notification by Clinical Trial Bay to You. Clinical Trial Bay shall not be liable to You, Your Users or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by You or Your Users may be referred to law enforcement authorities at Our sole discretion. Clinical Trial Bay shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
5. DISCLAIMER OF WARRANTIES
5.1 THE WEBSITES AND THE SERVICE, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND CLINICAL TRIAL BAY EXPRESSLY DISCLAIMS ANY AND ALL CONDITIONS, REPRESENTATIONS, WARRANTIES OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
YOU ACKNOWLEDGE THAT CLINICAL TRIAL BAY DOES NOT WARRANT THAT THE SERVICE OR WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM CLINICAL TRIAL BAY OR THROUGH THE SERVICE OR WEBSITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
THE CONTENT ON OUR WEBSITES IS PROVIDED FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE CONTENT ON OUR WEBSITES.
6. LIMITATION OF LIABILITY
6.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLINICAL TRIAL BAY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, SALES, GOODWILL, USE OR CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF CLINICAL TRIAL BAY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF CLINICAL TRIAL BAY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO AN AMOUNT EQUAL TO 1.000,00 EUROS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
7.1 Clinical Trial Bay will indemnify and hold You harmless, from and against any claim against You by reason of Your use of the Service as permitted hereunder, brought by a third party alleging that the Service infringes or misappropriates a third party’s valid patent, copyright, or trademark (an “IP Claim”). Clinical Trial Bay shall, at its expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Clinical Trial Bay for such defense, provided that (a) You promptly notify Clinical Trial Bay of the threat or notice of such IP Claim; (b) Clinical Trial Bay has or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You fully cooperate with Clinical Trial Bay in connection therewith. If use of the Services by You, , Your Users or Your Affiliates has become, or in Clinical Trial Bay’s opinion is likely to become, the subject of any such IP Claim, Clinical Trial Bay may at its option and expense (a) procure for You the right to continue using the Service as set forth hereunder; (b) replace or modify the Service to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Clinical Trial Bay, terminate Your account of the Services. Clinical Trial Bay will have no liability or obligation under this Section 7.1 with respect to any IP Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service by anyone other than Clinical Trial Bay; or (iii) the combination, operation or use of the Services with other hardware or software where the Services would not by itself be infringing.
The provisions of this Section 7.1 state the sole, exclusive and entire liability of Clinical Trial Bay to You and constitute Your sole remedy with respect to an IP Claim brought by reason of access to or use of the Service by You Your Users or Your Affiliates.
7.2 You will indemnify and hold Clinical Trial Bay harmless against any claim brought by a third party against the Clinical Trial Bay, and their respective employees, officers, and directors arising from or related to use of the Service by You, Your Users or Your Affiliates in breach of these Terms or matters which You have expressly agreed to be responsible pursuant to these Terms; provided that Clinical Trial Bay promptly notifies You of the threat or notice of such a claim.
8. RELATIONSHIP OF THE PARTIES
8.1 The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
9.1 Sections 1.2, 2 (Intellectual Property Rights), 3 (Data Privacy and Security; Confidentiality), 4 (Cancellation and Termination), 5 (Disclaimer of Warranties), 6 (Limitation of Liability), 9 (Survival) and 11 (Governing Law and Dispute Resolution) shall survive any termination of our agreement with respect to use of the Service by You or Your Users. Termination of such agreement shall not limit Your or Clinical Trial Bay’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms.
10. NOTICES; CONSENT TO ELECTRONIC COMMUNICATIONS
10.1 You agree that we may send You communications or data regarding Your Account and the Service, including but not limited to: (a) notices about Your use of the Services, including any notices concerning violations of use; (b) updates; and (c) any other issues related to Your Account, via electronic mail.
All notices to be provided by Clinical Trial Bay to You under these Terms may be delivered in writing (i) by delivery service (“Courier”); or (ii) electronic mail to the electronic mail address provided for Your Account. Our address for a notice to us in writing by Courier is: Clinical Trial Bay, Svetozara Markovica 46/16, 34000 Kragujevac, Serbia.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 These Terms shall be governed and construed in accordance with the laws of Switzerland, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
12.1 We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
You agree that We may identify You as Our customer on Our Websites and/or marketing collateral and use Your logo for that purpose, unless you have notified us otherwise by an e-mail to: email@example.com.
When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings:
Account: means any Clinical Trial Bay accounts created by or on behalf of Clinical Trial Bay Users within the Service.
Affiliate: means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
Users: means an individual authorized to use the Service through Your Account for such Service as identified through a unique login.
Confidential Information: means all information disclosed by You to Clinical Trial Bay or by Clinical Trial Bay to You which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
Directive: means Directive 95/46/EC on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data.
Clinical Trial Bay: means Clinical Trial Bay Limited, a Serbian company. In these Terms, Clinical Trial Bay may also be referred to as “We” and “Our.”
Other Services: means third-party products, applications, services, software, products, networks, systems, directories, websites, databases and information that the Service links to, or which You may connect to or enable in conjunction with the Services, including, without limitation, Other Services which may be integrated directly into Your Account.
Personal Data: means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller (as defined in the Directive).
Processing/To Process: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Service: means the on-demand Clinical Trial Bay platform and tools provided by Clinical Trial Bay. Any new or modified features added to or augmenting or otherwise modifying the Service or other updates, modifications or enhancements to the Service (“Updates”) are also subject to these Terms and Clinical Trial Bay reserves the right to deploy Updates at any time.
Websites: means www.clinicaltrialbay.com and other websites that Clinical Trial Bay operates.
Your Data: means all electronic data, text, messages or other materials submitted to the Service by You, Your Users and Your Affiliates in connection with Your use of the Service, including, without limitation, Personal Data.