WHEREAS, Quorum is an institutional review board (“IRB”) that provides review services pursuant to 21 CFR Parts 50 and 56 for clinical research studies involving human subjects;
WHEREAS, Quorum maintains the Website, which contains both a public area and secure areas; and
WHEREAS, Quorum intends to make available on the secure areas of the Website certain documents for the benefit of certain researchers, contract research organizations and study sponsors who have engaged Quorum to provide IRB services (collectively, “Customers”);
NOW, THEREFORE, the parties agree as follows:
“QR Content” means, collectively, the QR Deliverables, QR Proprietary Materials, and Website Content.
“QR Deliverables” means any approval letters, reports, correspondence or other documents that have been created by Quorum or its agents or representatives for You and that Quorum makes available to You through the Secure Area of the Website.
“QR Proprietary Materials” means sample consent forms for study participants, Quorum’s written policies and procedures (including without limitation the “Quorum Handbook”), information regarding pricing for Quorum’s services, and other information or documents that by their nature or the circumstances of disclosure, ought in good faith to be treated as proprietary and/or confidential.
“Secure Area” means one or more portions of the Website, including those located at onq.quorumreview.com, that Quorum makes available solely to Website users through use of usernames and passwords that allow access to a Secure Area.
“Website Content” means the text, images, documents and other information that Quorum makes available on the Website and which are not QR Deliverables or QR Proprietary Materials.
“You” means the individual who is seeking to access and use the Website and its content as well as any Customer by whom the individual is employed or engaged.
“Your Content” means any information submitted to Quorum by you through the Website, including any identifying information, proprietary information, text, images, documents and any other information created and submitted by You or Your third-party agents, investigators or other representatives.
2. Authority to Enter Agreement.
You hereby represent and agree that You have the authority to enter into this Agreement and to bind any Customer by whom you are employed or otherwise engaged.
3. Scope of Agreement.
You agree to take all reasonable precautions to safeguard the confidentiality of the QR Proprietary Materials, exercising at least a reasonable degree of care, and agree to promptly notify Quorum of any unauthorized use or disclosure of the QR Proprietary Materials, and to take all necessary actions to prevent use or disclosure of the QR Proprietary Materials in breach of this Agreement. Nothing in this Agreement shall be construed to restrict You from disclosing QR Proprietary Materials as required by law, subpoena, court order or other governmental order or request as long as You provide Quorum prior notice of each such disclosure, use all reasonable efforts to limit such disclosure and permit Quorum to attempt to limit the disclosure by appropriate legal means. Your obligations to keep confidential the QR Proprietary Materials shall survive following the termination or expiration of the Agreement.
Quorum agrees to take all reasonable precautions to safeguard the confidentiality of Your Content, exercising at least a reasonable degree of care, and agrees to promptly notify You of any unauthorized use or disclosure of the Your Content, and to take all reasonable action to prevent use of the Your Content in breach of this Agreement. Nothing in this Agreement shall be construed to restrict Quorum from disclosing Your Content as required by law, subpoena, court order or other governmental order or request as long as Quorum provides You prior notice of each such disclosure, uses all reasonable efforts to limit such disclosure and permits You to attempt to limit the disclosure by appropriate legal means. Quorum’s obligations to keep confidential Your Content shall survive following the termination or expiration of the Agreement.
5.1 Use of the Website and Website Content.
Quorum hereby grants You a nonexclusive, nontransferable license to access, view and use the Website via the Internet and to view and download a copy of the Website Content for Customer’s internal business purposes. You shall comply with all applicable laws and regulations with respect to use of the Website and all materials set forth thereon. This license only grants to You the right to use the Website and Website Content, and You do not acquire any right of ownership or title in it. All right, title and interest in and to the Website and Website Content will at all times remain in Quorum.
5.2 Use of QR Deliverables.
Quorum hereby grants You the right to access, view and use the QR Deliverables in a manner consistent with regulatory obligations and the confidentiality obligations set forth in this Agreement as well as any other confidentiality obligation binding upon You or relating to Your Content or the content of the QR Deliverables.
5.3 Use of the QR Proprietary Materials.
Quorum hereby grants You a nonexclusive, nontransferable license to access, use, view and download a copy of the QR Proprietary Materials for Customer’s internal business purposes or to conduct business with Quorum. This license only grants to You the rights to the QR Proprietary Materials set forth in this Agreement, and You do not acquire any right of ownership or title in them. All right, title and interest in and to the QR Proprietary Materials will at all times remain the property of Quorum.
5.4 Use of Your Content.
You hereby grant Quorum the right to use Your Content in connection with performance of the IRB services and to retain a copy of Your Content to satisfy applicable regulatory obligations.
Your right to use the Website, QR Proprietary Materials and the Website Content is limited to the individual to whom Quorum issues a password. Such individual may not transfer or make available the username and password or other account information to any other individual whatsoever, including other agents or employees of Customer. Any such distribution by You of Your account identification or password may result in termination of this Agreement in Quorum’s sole discretion. You may not: (i) use, copy or disclose the Website, the Website Content or the QR Proprietary Materials except as permitted by this Agreement; (ii) use the Website or the QR Contentfor time-sharing, rental or service bureau purposes; (iii) sell, sublicense, resell, or otherwise transfer Your right to use the Website, the Website Content or the QR Proprietary Materials; (iv) modify, reverse engineer, decompile or disassemble any part or all of the Website, the Website Content or the QR Proprietary Materials; or (v) create or attempt to create derivative works based on or of the Website, the Website Content or the QR Proprietary Materials, in whole or in part.
6. Warranty regarding Copyright, Trademark or Other Proprietary Rights.
Quorum has provided a means for You to submit documents, information or other materials through the Secure Area of the Website. You shall not upload, post, submit or otherwise make available on the Website any material protected by copyright, trademark, patent or other proprietary right without the express permission of the owner of the copyright, trademark, patent or other proprietary right and the burden of determining that any material is not protected by such intellectual property rights rests with You. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, patents, or other intellectual property rights, or misappropriation of trade secrets or any other harm resulting from such a submission. You warrant that You possess the right to copy and distribute such materials to Quorum and to allow Quorum to use such materials in connection with providing services.
7. Warranty regarding Individually Identifiable Health Information.
If You submit individually identifiable health information to Quorum through the Website, You warrant that You have obtained all valid authorizations, consents, and permissions necessary under federal and state law to disclose such material to Quorum and allow Quorum to use such materials in connection with providing services.
You shall indemnify Quorum, its directors, employees, agents and suppliers against, and hold them harmless from, any and all lawsuits, claims, expenses (including reasonable attorneys’ fees), settlements, damages, judgments and the like arising from Your use of the Website and/or the QR Content.
9. Injunctive Relief.
You agree that if You breach or threaten to breach this Agreement in any manner Quorum may suffer irreparable damage, money damages will be inadequate, and Quorum shall be entitled to preliminary and other injunctive relief by a court of competent jurisdiction against any such breach or threatened breach, without having to wait for You to cure a breach and without having to post a bond or other security. Such injunctive relief shall be in addition to, and in no way in limitation of, any and all other remedies Quorum may have in law or equity, or under this Agreement, for the enforcement of this Agreement.
10. Quorum’s Warranties and Disclaimers of Warranties.
Quorum AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE WEBSITE OR THE QR CONTENT, INCLUDING without limitation THE SUITABILITY OF THE QR CONTENT AND OTHER INFORMATION CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. YOUR ACCESS TO AND USE OF THE WEBSITE, SUCH CONTENT AND OTHER INFORMATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. Quorum AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH R|EGARD TO THE website, THE QR CONTENT AND OTHER INFORMATION, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND AVAILABILITY
Quorum AND ITS SUPPLIERS DO NOT WARRANT THE ACCURACY OF ANY CONTENT OR OTHER INFORMATION CONTAINED on the website. FURTHER, Quorum DOES NOT WARRANT THAT: THE website or the qr content WILL MEET YOUR REQUIREMENTS; THE website or the qr content, INCLUDING WITHOUT LIMITATION ITS OPERATION, OR THE SERVICES WILL BE ERROR-FREE; OR ALL DEFECTS WILL BE CORRECTED. Quorum ALSO DOES NOT WARRANT THAT THE website or the qr content WILL FUNCTION PROPERLY IN COMBINATION WITH YOUR EQUIPMENT.
Quorum DOES NOT WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOADING WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, THE FOREGOING DISCLAIMERS SHALL NOT BE CONSTRUED TO LIMIT IN ANY WAY THE WARRANTIES THAT MAY HAVE BEEN PROVIDED BY QUORUM UNDER ANY SERVICES AGREEMENT WITH YOU.
11. Limitation of Remedies and Limitation of Liabilities.
YOUR sole and exclusive remedy FROM YOUR INABILITY TO USE OR ACCESS THE WEBSITE, THE QR CONTENT OR YOUR CONTENT, DEFECTS IN THE WEBSITE, OR ANY OTHER MATTER ARISING FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE, THE QR CONTENT OR YOUR CONTENT SHALL BE THAT QUORUM shall use reasonable efforts to provide YOU WITH a copy of THE QR CONTENT oR YOUR content in an electronic format compatible with Microsoft Corporation’s THEN-GENERALLY AVAILABLE Version OF WORD OR a paper copy of the content, IN QUORUM’S SOLE DISCRETION.
YOU ARE RESPONSIBLE FOR THE SELECTION OF SOFTWARE TO SATISFY YOUR REQUIREMENTS, FOR YOUR DATA, AND FOR THE DATA AND OTHER RESULTS OBTAINED, AND CONCLUSIONS DRAWN, FROM OPERATION OF THE WEBSITE. Quorum AND ITS SUPPLIERS WILL HAVE NO LIABILITY TO YOU, THIRD PARTIES OR RELATED PARTIES IN CONNECTION WITH THE USE OF SUCH DATA, RESULTS AND CONCLUSIONS, OR ARISING OUT OF ANY USE OF THE WEBSITE OR THE CONTENT, AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR ACTS OR OMISSIONS WHICH MAY RESULT IN ANY LIABILITY OR DAMAGES DUE TO MALPRACTICE, FAILURE TO WARN, NEGLIGENCE OR ANY OTHER BASIS.
IN ADDITION, ACTIONS OR INACTIONS OF THIRD PARTIES MAY RESULT IN SITUATIONS IN WHICH YOUR INTERNET CONNECTION, USE OF THE WEBSITE, THE CONTENT OR OTHER INFORMATION MAY BE IMPAIRED, DISRUPTED OR DAMAGED. Quorum DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE INTERNET, AND SO DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH ACTIONS OR INACTIONS.
IN NO EVENT SHALL Quorum OR ITS SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSSES RESULTING FROM BUSINESS DISRUPTION, LOSS OF DATA, LOST PROFITS, LOST GOODWILL, OR DAMAGE TO SYSTEMS OR DATA, WHETHER IN AN ACTION FOR CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF Quorum OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE OBLIGATIONS OF Quorum AND YOUR RIGHTS AND REMEDIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE GIVEN IN SUBSTITUTION FOR ALL OTHER WARRANTIES, OBLIGATIONS, AND LIABILITIES OF Quorum UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION SHALL BE CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES THAT MAY BE AVAILABLE TO YOU UNDER ANY SERVICES AGREEMENT BETWEEN YOU AND QUORUM.
12. Term and Termination.
This Agreement is effective immediately and shall continue until terminated as described in this section. Quorum may suspend or terminate this Agreement immediately without cause at any time. Termination of this Agreement shall not necessarily affect any Service Agreement between the parties. Termination will not limit a party from pursuing any other remedies available to it. All rights and obligations that should by their nature survive will survive any termination of this Agreement, including but not limited to the terms of Sections 2-4 and 6-10. Upon termination, You will make no further use of the Website and, upon request, You will return to Quorum or destroy all QR Proprietary Materials and erase all such confidential information from any storage media under Your control.
13. Changed Terms.
Quorum shall have the right at any time to change or modify the terms and conditions applicable to Your use of the Website and QR Content, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on the Website, or by electronic or conventional mail, or by any other means by which You obtain notice thereof. Any use of by You of the Website after such notice shall be deemed to constitute Your acceptance of such changes, modifications or additions.
14.1 Assignment, Successors.
No right or license under this Agreement may be assigned or transferred by You nor may any duty be delegated by You without Quorum’s prior written consent. Any assignment, transfer or delegation in contradiction of this provision shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of You and Quorum.
14.2 Waiver, Severability, Amendment.
Waiver of a breach of or right hereunder will not constitute a waiver of any other or subsequent breach or right. If any provision herein shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions herein will remain in full force and effect. This Agreement may be amended only in a document signed by authorized representatives of You and Quorum.
14.3 Governing Law.
This Agreement shall be governed by Washington law excluding its conflicts of laws rules. The exclusive venue for any action between the parties shall be in King County, Washington and You hereby consent to such jurisdiction.
14.4 Entire Agreement and Conflicting Terms.
This Agreement, together with any pertinent services agreement(s) or confidentiality agreements entered into between You and Quorum, is the complete and exclusive agreement between the parties and supersedes all previous and contemporaneous agreements, proposals and communications with respect to this subject matter. To the extent the terms of this Agreement conflict the terms of any services agreement or confidentiality agreement between You and Quorum, the terms of the Services Agreement or confidentiality agreement shall govern.
When a user registers to access restricted areas of the Website, the Website collects personally identifiable information from that user (such as email address, name, and phone number).
The Website also collects non-personally identifiable user information, such as Internet Protocol (IP) addresses, date, time and navigation history of visitors to the Website. This information is used for system management and improving the content and navigation of the site. The Website also uses “cookies,” which are pieces of data that are stored on the user’s hard drive and which contain information about the user. The cookies used by Quorum Review serve the purpose of allowing users to access the secure portions of the Website without re-entering username and passwords.
Use of Information:
We will use the information you submit to improve the Website and to better provide content on the Website that may be of interest to you. From time to time, Quorum Review may match personally identifiable information with non-personally identifiable information. In other words, we may link personal information (name, etc.) with visit information, such as pages visited or files downloaded. Requests for service, support or information may be forwarded as needed to best respond to a specific request. We may retain e-mails and other information sent to us for our internal administrative purposes and to help us serve customers better. To the extent you submit information or documents to us through the Website for use in connection with Quorum Review’s providing services to you, Quorum Review will use that information or those documents only to assist in providing such services.
Warranty Regarding Disclosure of Information to Quorum
By submitting information regarding third parties to us you warrant that you have obtained all necessary, appropriate and valid authorizations, consents and/or permissions to transmit such material.
Disclosure of Information to Third Persons
Any information you submit to us is for the exclusive use of Quorum Review and its agents or contractors. It will not be shared with any other party unless required by federal or state law or by order or request of a regulatory agency. We do not sell, trade or rent personal information about our users.
Acceptance of These Terms:
Links to Other Web Sites: