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 “Platform”). Our website http://www.emiliescientific.com and any successor site; and Other content, features, materials, applications, widgets and/or services that we offer.
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 the Services.
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.
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 participants.
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 or materials.
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:
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 the Services.
(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 the Services.
4. User Content License Grant
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 EXCEED $50.00.
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:
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 to firstname.lastname@example.org
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 trial.
VII. GENERAL PROVISIONS
1. Relation to Trial-Specific Terms of Service
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 specific trial.
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 of damages.
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 these Terms.
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 10036. You may contact us by email at email@example.com. You may contact us by phone at 833-364-5431.