TERMS OF SERVICE
Last Updated: April 30, 2019
These Terms of Service (“Terms”) apply to your use of the services
listed below (the “Services”). The Services are owned or provided by Emilie Scientific, Inc.
(“Emilie,” “us”, “our” or “we”):
Our “Emilie Scientific” platform (the
Our website http://www.emiliescientific.com and any successor site; and
Other content, features, materials, applications, widgets and/or services that
Notwithstanding anything to the contrary in these Terms, in the event you suffer a
research-related injury, these Terms will not preclude you from seeking to collect compensation for injury
related to malpractice, fault, or blame on the part of those involved in the research.
BY USING THE SERVICES, YOU ACCEPT THESE TERMS. YOU AGREE THAT YOU ARE AT LEAST 18
YEARS OF AGE. YOU AGREE THAT YOU UNDERSTAND AND ARE ABLE TO AGREE TO THESE TERMS. IF YOU DO NOT ACCEPT
THESE TERMS, THEN YOU CANNOT USE THE SERVICES.
The Services are hosted in the United States and must only be used by users in the
United States or Puerto Rico. If you do not reside in the United States or Puerto Rico, you must not use
For purposes of these Terms, “you” and “your”
means the person using the Services and agreeing to these Terms. If you use the Services on behalf of
someone else, then the following also applies:
“you” means both you and that other person or entity.
You can agree to these Terms for that other person or entity.
If the other entity is a business or organization, then it is responsible for you
and its other end users.
Please email questions about these Terms to us via email@example.com.
THESE TERMS INCLUDE AN ARBITRATION PROVISION. THESE TERMS ALSO INCLUDE A RELEASE BY
YOU OF ALL CLAIMS FOR DAMAGE ARISING OUT OF YOUR USE OF THE SERVICES.
I. ABOUT THE SERVICES
1. The Platform is a digital tool people use to discover, learn about, prequalify
for, and provide consent to clinical trials. Organizations use the Platform to help find trial
2. Our Privacy
learn more about how we use and share collected data.
3. Some of the data, advice, information and materials available
on the Services are not provided by us. We are not responsible such third-party data, advice, information
II. REGISTRATION INFORMATION
To register to use the Platform, you must submit data about yourself, such as your
name, email address, phone, birth date, ID card information, and similar account data. You agree your
registration information is true and correct.
III. TERMS THAT APPLY TO THE SERVICES
1. License to Use Services
We give you the right to use the Services for yourself. We can
take away this right at any time. You do not get any other rights by using the Services. You do not own the
Services. You are not allowed to give or sell your right to use the service to another person. We may also
give other individuals the same rights that we give you under these Terms.
2. Use of the Platform
You are responsible for providing everything that you need to
download, install, and use the Services. This includes a mobile device and wireless service plan. WE DO NOT
PROMISE THAT THE PLATFORM OR THE SERVICES ARE COMPATIBLE WITH ANY SPECIFIED DEVICE OR WITH ANY SPECIFIED
SERVICE PLAN. WE DO NOT PROMISE THAT YOU CAN ACCESS THE PLATFORM OR THE SERVICES IN ANY SPECIFIED
GEOGRAPHIC LOCATION. You may receive push notifications through the Services. You can control push
notifications settings and can opt in or out of push notifications. We may still send infrequent, important
service announcements and administrative messages even if you have opted out of push notifications. Talk to
your wireless service provider about fees applicable to your access to and use of the Services. YOU ARE
SOLELY RESPONSIBLE FOR THE COSTS TO DOWNLOAD, INSTALL AND USE THE PLATFORM OR THE SERVICES ON YOUR MOBILE
DEVICE, INCLUDING FOR YOUR RECEIPT OF PUSH NOTIFICATIONS FROM US.
3. Use Restrictions
(a) You agree you will not:
(i) Use the Services if you are not able to agree to
(ii) Break the law by using the Services.
(iii) Use the Services for
illegal, offensive, indecent or objectionable purposes.
(iv) Use the Services to send commercial advertisements
(v) Use the Services to
harass, irritate, annoy or cause inconvenience to another person.
(vi) Damage, interrupt, or modify the normal operation of the Services.
(vii) Copy or give others access to the Services without our written consent.
(viii) Use the Services for
any purpose other than your own personal use.
(ix) Share your account password or any identification we give you.
(x) Use the Services in any way other than permitted by these Terms.
(xi) Copy, reverse engineer, or change any part of the Services.
(xii) Harvest or scrape any content or data from the Services.
(xiii) Let any third party do anything that breaks these Terms.
(xiv) Use any means to discover the source code of any
part of the Services.
(xv) Do anything to overcome functionality that
controls access to or protects the Services.
If you break these Terms, we may sue you to recover damages. Also, if you use the
Services to commit a crime, we may contact the proper authorities.
(b) We are not responsible for any third-party content on the Services. Opinions
expressed in the Services are solely those of the poster. A poster’s opinions do not necessarily
reflect our opinion(s). We may (but are not obligated to) monitor, remove, modify, or block any
user-submitted content. You agree that we may share any content sent through the Services with others for
any lawful purpose, including in order to operate the Services. We are not responsible if another user of
the Services harasses, threatens, defames, offends you or sends you illegal messages or transmissions using
(c) We can change or disable access to some or all of the Services at any time
without notice or liability. We are not responsible for the effects of us changing or disabling access to
4. User Content License Grant
You agree we can use the data and content that you submit to
the Services (“Your Content”) for any lawful purpose. You agree Your Content is accurate and
you have authority to share Your Content with us. You agree that use of Your Content does not violate these
5. Third Party Services and Materials
The Services may include materials from third parties
(“Third Party Materials”) or provide links to third-party web sites. You agree that we are not
responsible or liable for Third-Party Materials or web sites. Third Party Materials and links to other web
sites are provided for your convenience.
6. No Medical Advice
The Services are not intended to diagnose, treat, cure, or
prevent any disease. If you have concerns, you should review information you get from the Services with
your care provider. Information provided by the Services is not intended to replace medical advice offered
by a doctor or other healthcare provider. We do not endorse any specific drugs, tests, doctors, products,
procedures, and opinions.
IV. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
1. YOU ARE RESPONSIBLE FOR YOUR USE OF THE SERVICES. YOU AGREE THAT
YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES AND ANY THIRD-PARTY MATERIALS ARE PROVIDED TO YOU
ON AN “AS IS” AND “AS AVAILABLE” BASIS. THERE IS NO WARRANTY FOR THE SERVICES.
2. TO THE EXTENT ALLOWED BY LAW, YOU AGREE THAT WE ARE NOT LIABLE TO YOU FOR
DAMAGES, HOWEVER DESCRIBED, RELATED TO THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES WILL NOT
3. You agree to defend, indemnify and hold us, our licensors and our respective
parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and
agents harmless from any liabilities and expenses (including attorneys’ fees and costs), however
described, arising out of:
a. Your breach of any these Terms or any applicable law or regulation.
b. Your violation of law or regulation
c. Your unauthorized use of the Services.
d. Your negligence or willful misconduct.
1. The Services, and how the Services look, are protected
by intellectual property laws. You agree that we own or license all right, title and interest in and to the
Services. You agree not to take any action(s) that might damage our intellectual property rights.
2. Any suggestions that you give us about how to change the Services (collectively
“Feedback”) belong to us. If you give us Feedback, you do not receive any right, however
described, in the Services or in that Feedback.
VI. ARBITRATION AND CLASS ACTION WAIVER
This Section includes an arbitration agreement. It also includes an
agreement that all claims will be brought only in an individual capacity (and not as a Class Action).
Please read it carefully.
You may opt out of this section if you do not want to arbitrate disputes with us. To opt out, you must be an individual. You must inform us that you opt out within 30 days of your first access to the Services by email
1. Informal Process First
You agree to first try to resolve disputes with us informally. If informal
resolution does not work, then you can move on to formal means of resolution.
2. Arbitration Agreement
If you still have a dispute, controversy, or claim
(collectively, “Claim”) about your use of the Services, you and we will resolve that Claim by
binding arbitration. This arbitration agreement applies equally to you and us. It does not apply to any
Claim that we make that you are infringing our intellectual property rights. It also does not apply to any
Claim that we make if you access or use the Services in a way that breaches these Terms. Lastly, it does
not bar you from bringing Claims in small claims court.
Arbitration is more informal than a lawsuit in court. There is no
judge or jury in arbitration. Instead, the dispute is resolved by a neutral arbitrator. Court review of an
arbitration award is limited. Arbitrators can award the same damages and relief that a court can award. You
agree that the U.S. Federal Arbitration Act applies to this provision. You and we are each waiving the
right to a trial by jury. You and we are each waiving the right to participate in a Class Action. This
arbitration provision will survive any termination of this Agreement.
To begin an arbitration proceeding, you must send a letter describing
your claim to Emilie Scientific Inc., 510 Fifth Ave, 3rd Floor,
New York, New York 10036. The arbitration will be administered by the American Arbitration Association (or
its successor, “AAA”) under its rules.
There will be one arbitrator. You may choose to have the arbitration conducted by
telephone, based on written submissions, in person in the county where you live, or at another mutually
agreed location. The arbitration will be conducted in English. New York law will apply. The
arbitrator’s award may be enforced in any court that has jurisdiction.
Arbitration fees are governed by the AAA’s rules. You and we
will pay arbitration fees and other costs according to those rules. If the rules or law require us to pay a
greater portion or all those fees and costs for this Section VI.2 to be enforceable, then we will have the
right to decide if we want to pay the fees and costs and proceed to arbitration. If we do not want to pay
those fees, we can instead decide to have the matter resolved in the courts.
Except for deciding whether the “Class Action Waiver” section below is
enforceable, only the arbitrator can resolve any dispute relating to this arbitration agreement.
Class Action Waiver
Any Claim must be brought as an individual. You and we are not
allowed to bring a Claim as a member of any group of similar plaintiffs, or similar proceeding
(“Class Action”). The parties waive any ability to maintain or join any Class Action related to
these Terms. If the Claim is being arbitrated, the arbitrator is not allowed to combine similar claims or
conduct any Class Action. The arbitrator is also not allowed to make an award to any person or entity not a
party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable must be
determined by a court and not by an arbitrator.
A court may find that the Class Action waiver is not valid. If that
happens, then this entire Arbitration Agreement will be null and void. The arbitrator may award declaratory
or injunctive relief only in favor of the individual party seeking relief. Such relief may be awarded only
to the extent necessary to provide relief warranted by that party’s individual claim. If for any
reason a claim proceeds in court rather than in arbitration, you and we each waive any right to a jury
VII. GENERAL PROVISIONS
1. Relation to Trial-Specific Terms of
On occasion, a survey or other activity you encounter on the
Platform in connection with a specific trial may have different terms of service associated with it. Such
trial-specific terms of service will take precedence over these Terms, but only in relation to that
We may change these Terms at any time. Changes are effective
when you first access the Services after the “Last Revised” date at the top of these Terms. We may (but are not obligated to) inform you of such
changes. Your continued access to or use of the Services after we make changes will mean that you accept
the changes. If you do not agree to any changed Terms, then you must not access or use the Services.
All rights we granted to you will end automatically if you breach these Terms. We
may block or delete your access to the Services at will, with or without notice. If we block you from using
the Services, you may not re-register under a different name. We may delete any of Your Content on
termination. We are not be responsible for the deletion of (or failure to delete) Your Content. All
sections which by their nature should survive termination will continue in effect after any termination.
4. Export Laws
You are not allowed to export or re-export the Services to any country or person in
violation of United States law.
5. U.S. Government Restricted Rights
If you are an employee of the U.S. Government, the Services are
Commercial Items as that term is defined in 48 C.F.R. §2.101. The rights granted to you by these Terms
are the same as those rights that are granted to all other end users pursuant to these Terms.
You (not us) are responsible for any and all duties, taxes, levies or fees
(including any sales, use or withholding taxes) imposed on or in connection with these Terms.
7. Injunctive Relief
You agree that a breach of these Terms will cause irreparable injury to us.
Monetary damages would not be an adequate remedy for such an injury. So, we are entitled to equitable
relief in addition to any remedies we may have hereunder or at law without a bond, other security or proof
These Terms are binding on each party’s successors and
assigns. We may assign our rights under these Terms. You may not assign your rights. If any part of these
Terms is or becomes unenforceable, the unenforceable part will have no effect and the remaining provisions
of these Terms will continue unaffected. These Terms are not severable if doing so alters these Terms to
the economic advantage of either party. No failure or delay in exercising any discretion or remedy will be
a waiver of that discretion or remedy. A one-time waiver will not operate as a waiver on future occasions.
Nothing in these Terms makes either party the agent or partner of the for any purpose. If either party is
unable to perform any of its obligations under these Terms because of anything beyond the reasonable
control of that party, that party’s performance will be extended for the period of delay or inability
to perform due to such occurrence. The AAA Rules and the laws of the State of New York, excluding its
conflicts of law rules, govern these Terms. These Terms are the entire understanding of the parties about
the matters contained herein. There are no promises, covenants or undertakings other than those state in
California residents can send complaints about the Services to
the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer
Affairs. They can be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834.
They can also be contacted by telephone at (800) 952-5210.
9. Contact Us
You may contact us regarding the Services or these Terms by mail at Emilie, Inc.,
510 Fifth Ave, 3rd Floor, New York, New York
You may contact us by email at firstname.lastname@example.org.
You may contact us by phone at