1. This Site
SignalPath, LLC and its affiliates (individually and collectively, “we”, “our”, “us”, or “SignalPath”) designed and maintain www.signalpath.com (the “Site”) as a means of providing information regarding our company and various products and services that we sell primarily within the United States. As used on the Site, the terms “you” and “your” means any person who views, accesses, uses, or obtains information from the Site or who obtains information by monitoring activity to and from the Site.
2. Acceptance of the Terms and Conditions
BY ACCESSING AND/OR OTHERWISE USING THIS SITE AND ITS CONTENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS THE SITE OR THE CONTENT.
Please read this Agreement carefully. We reserve the right to amend this Agreement at any time and from time to time by posting a revised Agreement on the Site. This Agreement was last revised on the date provided below. If you use the Site after an amended Agreement has been posted, you will be deemed to have agreed to such amended Agreement, and you should periodically visit this page to view the most recent Agreement.
We reserve the right to change, suspend, or discontinue all or any part of this Site or the Content at any time without prior notice or liability.
3. Permitted Use of the Site; Restrictions
SignalPath grants you a limited license to access and make personal use of the Site and the Content. The Site and the Content may not be used for commercial purposes unless specifically authorized in writing by SignalPath. You will not post, publish, reproduce, transmit, distribute or otherwise view, use or exploit the Site or any Content in a manner that: (1) is inconsistent with this Agreement; (2) violates any federal, state or local law, rule, regulation or order; or (3) could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You acknowledge and agree that the Site and the Content includes subject matter that is owned by us or other third parties and is protected under copyright, trademark and other intellectual property laws. Unauthorized use of the Site or the Content may violate such intellectual property laws or other laws relating to privacy and publicity. The violation of such laws may give rise to civil and/or criminal penalties.
You agree that you will not upload, post, transmit, distribute or otherwise make available any unlawful, misleading, false, deceptive, harassing, threatening, defamatory, harmful, tortuous, obscene, scandalous, inflammatory, racist, pornographic, violent, profane or otherwise objectionable or inappropriate material (as determined by SignalPath) or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.
You agree that you will not interrupt or attempt to interrupt the operation of this Site in any way. You will not impersonate any person or entity, or misrepresent your affiliation with a person or entity, or misrepresent the origin of any information that you provide to us. You will not collect or store personal data about other users. You agree that your use of the Site will at all times be for a lawful purpose and you agree to comply with all applicable laws and regulations in your use of the Site. Possible evidence of use of this Site for illegal purposes may be provided to law enforcement authorities.
You will not upload, transmit, distribute, introduce or otherwise make available in any manner through the Site any computer virus, keyloggers, spyware, worms, Trojan horses, timebombs or other malicious or harmful programming (collectively, “Malware”). We do not have an obligation to detect the presence of such Malware. If you download software or any other Content from the Site, you do so at your own risk.
4. Acceptable Use Policy
SignalPath operates a business and clinical operations platform for the clinical research industry (the “SignalPath Platform”), which is available only to users who have accepted SignalPath’s Terms of Service (“Subscriber(s)”). This Acceptable Use Policy provision details the policies that Authorized Users from a Subscriber must follow while using the SignalPath Platform. Capitalized terms in this Acceptable Use Policy provision not otherwise defined have the meaning set forth in SignalPath’s Terms of Service.
The user interface, data model and schema, knowledge base and training materials of the SignalPath Platform (“SignalPath Platform Materials”) are confidential.
Each Authorized User shall be responsible for:
- the confidentiality, security and/or use of his or her login credentials to the SignalPath Platform (“User ID and Password”);
- the security of his or her screen while using the SignalPath Platform, such as preventing third party individuals from viewing or otherwise recording content from the Authorized User’s screen;
- the security of the physical computer and network through which the Authorized User accesses the SignalPath Platform; and
- the security and further distribution of files or data that the Authorized User downloads or exports from the SignalPath Platform.
Authorized Users shall not:
- distribute copies or derivatives of the SignalPath Platform Materials to anyone not in the Subscriber organization;
- provide or share his or her User ID and Password with anyone outside of the Subscriber organization;
- allow any unauthorized third party to access the SignalPath Platform at any time without the permission of SignalPath;
- take screenshots of the user interface, download pages of the user interface to his or her local machine, or seek in any other way to distribute copies of the user interface to anyone outside of the Subscriber organization without the permission of SignalPath;
- scrape or crawl the SignalPath Platform using a web robot, web crawler, spider or similar technology;
- misappropriate any part of the SignalPath Platform or modify, disassemble, decompile, reverse engineer, copy, reproduce or create derivative works from or in respect of the SignalPath Platform;
- damage or tamper with any part of the SignalPath Platform;
- knowingly breach any SignalPath security measure; or
- access the SignalPath Platform from a public computer or network.
If an Authorized User becomes aware of any unauthorized use of his or her User ID and Password, the SignalPath Platform, the SignalPath Platform Materials, or any other breach of security, the Authorized User must notify us immediately by sending an email to firstname.lastname@example.org. If an Authorized User has any questions, comments or concerns regarding this Acceptable Use Policy provision or feels someone in the Subscriber organization has violated it, please contact us at email@example.com.
5. Intellectual Property Rights
You acknowledge that this Site and various elements contained therein are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You also acknowledge that the Content is and shall remain our property or the property of our licensors. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the Content. You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part. However, you may print a reasonable number of copies of the Content for your personal, non-commercial use provided that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices.
6. Copyrights & Trademarks
The trademarks, logos and service marks appearing on this Site, including, but not limited to, the trademark SignalPath™, are trademarks and service marks of SignalPath, LLC. Other company, product, and service names and logos used and displayed on this Site may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us. Nothing on this Site should be construed as granting, by implication or otherwise, any license or right to use any of trademarks and service marks displayed on this Site without our prior written permission in each instance.
The Content of this Site is protected by copyright law. All such Content is also copyrighted as a collective work under the copyright laws, and we own a copyright in the selection, coordination, arrangement, and enhancement of such Content.
If you believe this Site contains Content that infringes your copyright, please inform our designated Copyright Agent by sending written notice by U.S. mail or email to:
Attn: Copyright Agent
433 West Main Street
Durham, NC 27701
Pursuant to the Digital Millennium Copyright Act, to be effective, you must include the following information in your written notice:
- A detailed description of the copyrighted work you believe is being infringed;
- A description (such as the subdomain link) of the location on the Site where the allegedly infringing content appears;
- Your contact information, including your name, address, telephone number, and, if available, email address;
- A statement that you have a good faith belief that the allegedly infringing use is not authorized by you as the copyright owner, by your agent, or by law;
- A statement affirming that, under penalty of perjury, the information in the notice is accurate and that you are, or are authorized to act on behalf of, the copyright owner; and
- An original or electronic signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.
Please note that notice to the designated Copyright Agent is only for reporting claims of infringement in connection with the Site. Contacts for other matters are provided elsewhere in this Agreement.
7. Communications with Us
Please be advised that we cannot guarantee the confidentiality of any communication or material transmitted to us via the Site or via electronic mail. Accordingly, we suggest that you use caution when transmitting any information to us via such means. For example, you should not include confidential information about you (such as your Social Security number) in any email that you send to us. We hereby expressly disclaim any liability for damages resulting from third party interception of your communications with us via the Site or via electronic mail. If you choose to send us any information via the Site or via e-mail, you do so solely at your own risk.
8. Feedback and Submissions
Please do not submit unsolicited ideas or suggestions to the Site. Unless we specifically provide otherwise in writing, all communication, feedback, submissions or material of any kind that you submit to this Site by electronic mail or otherwise (the “Contributions”) are hereby received on a non-confidential basis and shall, to the fullest extent permissible under applicable law, become our property. To the extent that applicable law does not provide us with an ownership interest in any Contributions, you agree that by providing us with the Contributions you are granting us any of our affiliated companies and sublicensees a perpetual, royalty-free, irrevocable worldwide license to use, transmit, copy, reproduce, distribute, publicly display or perform, and to prepare derivate works based upon the Contributions. By submitting or otherwise making the Contributions available to us, you represent and warrant that you own or control all rights in such Contributions necessary to post, upload, input, submit or otherwise make them available to us, and to provide us with either ownership or licensed rights under this section of the Agreement. You understand that your Contributions will not be confidential and that no compensation will be paid to you with respect to your Contributions. Despite the rights granted to us herein, we are under no obligation to in any way use, post, or otherwise make such Contributions available.
9. Linking and Framing
You are granted a limited, revocable, nonexclusive license to create a hyperlink to the Site so long as the link does not portray SignalPath, its affiliates, or their products or services in a false, misleading, derogatory or otherwise offensive manner or falsely suggest that your products or services are endorsed by or otherwise related to SignalPath or its affiliates. You may not frame any elements of this Site with any other website without our prior written permission.
10. Links to Other Websites
This Site may periodically provide links to third-party websites (“Third-Party Sites”). This Agreement governs only this Site and not any Third-Party Sites. Our decision to link to a Third-Party Site is not an endorsement of the content, products or services in the Third-Party Site. We do not own or control these Third-Party Sites and expressly disclaim any responsibility for the content, the accuracy of the information and any products or services available on the Third-Party Sites. We have not investigated or monitored the Third-Party Sites for accuracy or completeness. The Third-Party Sites may have different privacy policies and security standards than our Site, and we strongly advise that you read terms and conditions and privacy policies of any Third-Party Sites. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, products or services available on or through any Third-Party Sites. If you decide to access linked Third-Party Sites, you do so at your own risk.
12. Disclaimer of Warranties
YOU ACKNOWLEDGE AND AGREE THAT THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NONE OF SIGNALPATH, ITS AFFILIATES, SUBSIDIARIES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY “SIGNALPATH PARTIES”) GUARANTEES THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF ANY PORTION OF THE SITE. NONE OF THE SIGNALPATH PARTIES WARRANT THAT THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY SPECIFIC INFORMATION THAT IS REQUESTED WILL BE PROVIDED OR THAT THIS SITE OR ITS SERVER ARE OR WILL BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE AND THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE CONTENT OR SERVICES IS ASSUMED SOLELY BY YOU.
NONE OF THE SIGNALPATH PARTIES MAKES ANY, AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR DATA.
13. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL ANY OF THE SIGNALPATH PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THIS SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS SITE AND THE CONTENT. IN NO EVENT SHALL ANY OF THE SIGNALPATH PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SITE, THE CONTENT OR THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF SIGNALPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE SIGNALPATH PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE IS TO STOP USING THIS SITE.
You hereby indemnify, hold harmless, and upon our request, defend us, our affiliates, and our respective employees, contractors, officers, directors, agents, successors and assigns from and against all liabilities, claims, damages and expenses, including attorney’s fees and costs, that arise out of or are related to your breach of this Agreement, any allegation that content you provide infringes or otherwise violates the copyright, trade secret, trademark or other rights of a third party, and your access or use of our Site or the Content.
15. Governing Law; Disputes
This Agreement and all matters relating to your access to, or use of this Site shall be governed by and construed in accordance with the laws of the State of North Carolina, USA, without giving effect to conflict of law principles. We make no representation that the Content on our Site is appropriate, legal or available for use outside of the United States. Those who choose to access this Site from outside of the United States do so at their own initiative and are responsible for compliance with applicable local laws.
Any legal action or proceeding relating to this Agreement or your access to or use of this Site shall be instituted in a state or federal court in Wake County, North Carolina. You agree to submit to the jurisdiction of, and agree that venue is proper in these courts. You agree to make the SignalPath Parties whole for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the Site or any violation of this Agreement.
If we have provided you with a translation of the English language version of this Agreement, then you agree that the translation is provided for your convenience only and that the English language versions of the Agreement will govern your relationship with SignalPath. If there is any contradiction between what the English language version of the Agreement says and a translation of the Agreement, then the English language version shall take precedence.
If you allow your minor child or a child for whom you are a legal guardian (a “Minor”) to access the Site, you will be solely responsible for (i) the online conduct of such Minor, (ii) monitoring such minor’s access to and use of the Site, and (iii) the consequences of any use of the Site by such Minor.
We do not intend to solicit information or to market any products or services to children through this Site. Pursuant to 47 U.S.C. § 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material and information that is harmful to Minors.
In the event that any portion of this Agreement is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. The sections of this Agreement entitled Intellectual Property Rights, Feedback and Submissions, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law; Disputes and Miscellaneous, and any provision which by its nature or express terms should survive, shall survive the termination of this Agreement. This Agreement contains the entire agreement of the parties concerning your use of this Site and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter. You expressly absolve and release the SignalPath Parties from any claim of harm resulting from a cause beyond their control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist activities or governmental restrictions. You may not assign this Agreement, and any attempt by you to do so is void. No waiver shall be effective unless in writing. The paragraph headings herein are provided only for convenience and shall have no effect on the construction or interpretation of this Agreement. You expressly agree not to export or re-export any of the Content to countries or persons prohibited under the export control laws of the United States. Communications from us to you may be sent via electronic mail, and you agree that this satisfies any legal requirement of “in writing” from us to you. Both you and SignalPath acknowledge and agree that no partnership, joint venture or other relationship is formed and neither you nor SignalPath has the power or authority to obligate or bind the other.
You agree that if you violate this Agreement, your permission to use our Site automatically terminates and you must immediately destroy any copies you have made of any portion of the Content contained on our Site. You also agree that we may, in our sole discretion, terminate your access to our Site or any portion thereof, or discontinue providing our Site or any portion thereof , without prior notice or liability, for any reason whatsoever.
© 2016 SignalPath, LLC