Clinivance

Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Clinivance EDC platform (the “Service”) offered by Clinivance Inc. (“Clinivance,” “we,” “us,” or “our”), a Canadian Controlled Private Corporation, federally incorporated under the Canada Business Corporations Act (RSC, 1985, c. C-44), based in Quebec, Canada.

By creating an account, accessing, or using the Service, you (“User” “you,” or “your”) agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case “User,” “you,” or “your” shall refer to such entity. 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.

1. The Service

1.1. Service Description: Clinivance EDC is a software-as-a-service platform designed to assist academic researchers in capturing, managing, and storing research data. The Service is provided as described on our website and documentation, as may be updated from time to time.

1.2. Modifications to the Service: Clinivance reserves the right, in its sole discretion, to modify, enhance, suspend, or discontinue the Service, or any feature or functionality thereof, at any time, with or without notice to you. You agree that Clinivance will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.

1.3. Service Availability: While Clinivance endeavors to provide a reliable Service, we do not guarantee that the Service will be available at all times, or that it will be free from errors, interruptions, or downtime.

2. User Accounts

2.1. Registration and Eligibility: To access and use the Service, you must register for an account (“Account”). You agree to provide current, accurate, complete, and truthful information during the registration process and to update such information as necessary to ensure it remains current, accurate, complete, and truthful. You must be at least eighteen (18) years of age or the age of legal majority in your jurisdiction to create an Account and use the Service. You represent and warrant that you are not a competitor of Clinivance and are not using the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes.

2.2. Account Security: You are solely responsible for maintaining the confidentiality and security of your Account credentials and for all activities that occur under your Account, whether or not authorized by you. You agree to immediately notify Clinivance of any unauthorized use of your Account or any other breach of security. Clinivance will not be liable for any loss or damage arising from your failure to comply with these security obligations.

2.3. No Account Sharing: Each User Account is licensed for use by a single, named individual only. Sharing Account credentials with any other person or allowing multiple individuals to use a single Account is strictly prohibited.

3. User Responsibilities and Data

3.1. User Data: You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all data, information, text, graphics, and other materials that you input, upload, store, or process within the Service (“User Data”). Clinivance does not screen, verify, or endorse User Data, and you acknowledge that Clinivance has no obligation to monitor any User Data.

3.2. Authorization for Data Use: You represent, warrant, and covenant that:

3.3. Appropriate Use and Tool Suitability: The Service is a tool. You are solely responsible for determining whether the Service is an appropriate tool for your specific research needs, data types, and regulatory obligations. You must ensure your use of the Service aligns with ethical research practices, good clinical practices (if applicable), and any institutional or funding agency policies. Clinivance makes no representations or warranties regarding the suitability of the Service for any particular research purpose or compliance with specific regulatory frameworks beyond what is explicitly stated in our documentation.

3.4. Compliance with Laws: You agree to use the Service in compliance with all applicable laws and regulations.

3.5. Prohibited Conduct: You shall not, and shall not permit any third party to:

4. Data Ownership and Privacy

4.1. User Data Ownership: You retain all right, title, and interest in and to your User Data. Clinivance does not claim any ownership rights over your User Data.

4.2. License to Clinivance: You grant Clinivance a worldwide, non-exclusive, royalty-free, non-sublicensable, limited-term license to host, copy, transmit, display, modify, and otherwise use User Data solely as reasonably necessary for Clinivance to provide, maintain, and improve the Service in accordance with these Terms and our Privacy Policy. This license will terminate upon the termination of your Account, except as necessary to comply with legal obligations or for residual back-ups.

5. Intellectual Property

5.1. Clinivance Intellectual Property: Clinivance and its licensors own and shall retain all right, title, and interest, including all related intellectual property rights (including but not limited to patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other proprietary rights), in and to the Service, including all underlying software, algorithms, user interface designs, methodologies, documentation, and any modifications, enhancements, or derivative works thereof. No rights are granted to you hereunder other than as expressly set forth in these Terms. The Clinivance name, Xf, and product names associated with the Service are trademarks of Clinivance or third parties, and no right or license is granted to use them.

5.2. Feedback: If you or any of your employees, contractors, or agents provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Service (“Feedback”) to Clinivance, you hereby grant Clinivance a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, and transferable license to use, incorporate, disclose, reproduce, distribute, and otherwise exploit such Feedback for any purpose, without any obligation, attribution, or compensation to you.

6. Fees and Payment

6.1. Fees: You shall pay Clinivance all fees specified in the applicable order form, statement of work, or online subscription process (“Order Form”) (“Fees”). Except as expressly stated otherwise in these Terms or an Order Form, all Fees are non-refundable and non-cancellable.

6.2. Payment Terms: Payment terms, including invoicing frequency and payment due dates, will be as specified in the Order Form. Unless otherwise stated, all Fees are due within thirty (30) days from the invoice date. Overdue amounts shall accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

6.3. Taxes: All Fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If Clinivance has the legal obligation to pay or collect Taxes for which you are responsible, Clinivance will invoice you and you will pay that amount unless you provide Clinivance with a valid tax exemption certificate authorized by the appropriate taxing authority.

6.4. Suspension for Non-Payment: Clinivance may, without limiting its other rights and remedies, suspend your access to the Service if any undisputed Fees are more than thirty (30) days overdue, until such amounts are paid in full. Clinivance will provide at least ten (10) days’ prior notice that your account is overdue before suspending services.

6.5. Fee Changes: Clinivance reserves the right to change the Fees or applicable charges and to institute new charges for the Service at any time, upon at least thirty (30) days’ prior notice to you (which may be sent by email or posted on the Service). Your continued use of the Service after such notice constitutes your agreement to the new Fees.

7. Term and Termination

7.1. Term: These Terms commence on the date you first accept them (e.g., by creating an Account or using the Service) and will remain in full force and effect as long as you use the Service or maintain an Account, unless earlier terminated as provided herein (“Term”).

7.2. Termination by You: You may terminate your Account and these Terms at any time through the designated account management features within the user interface (UI) of the Service. If you are unable to terminate your Account through the UI, or if such functionality is not available, you may request termination by providing written notice to Clinivance. Upon successful processing of your termination request (whether initiated via the UI or by written notice), Clinivance will send a confirmation email to the email address associated with your Account. Termination will be effective upon Clinivance sending such confirmation. No refunds will be provided for any prepaid Fees upon termination by you, except as may be expressly agreed in an Order Form.

7.3. Termination by Clinivance: We may suspend or terminate your access to the Service, at our sole discretion, without prior notice or liability, for any reason, including but not limited to a breach of these Terms.

7.4. Effect of Termination: Upon termination, your right to access and use the Service will immediately cease. Clinivance may, in its discretion, provide you with a reasonable opportunity to export your User Data. Clinivance is not obligated to retain User Data post-termination beyond what is required by law or as specified in any separate service level agreement.

8. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. CLINIVANCE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Limitation of Liability

9.1. Exclusion of Damages: To the maximum extent permitted by applicable law, in no event shall Clinivance, its directors, officers, employees, shareholders, partners, agents, suppliers, licensors, or affiliates be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, damages for loss of profits, revenue, data, use, goodwill, business interruption, cost of procurement of substitute goods or services, or other intangible losses, arising out of or relating to: (i) your access to, use of, or inability to access or use the Service; (ii) any conduct or content of any third party on or via the Service; (iii) any User Data or other content obtained from or through the Service; (iv) unauthorized access, use, or alteration of your transmissions, account, or User Data; (v) statements or conduct of any third party on the Service; or (vi) any other matter relating to the Service, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, even if Clinivance has been advised of the possibility of such damages, and even if a remedy set forth herein is found to have failed of its essential purpose.

9.2. Monetary Cap on Liability: To the maximum extent permitted by applicable law, in no event shall Clinivance’s total aggregate liability to you for all claims, damages, losses, and causes of action (whether in contract, tort (including negligence), statute, or otherwise) arising out of or relating to these Terms or your use of or inability to use the Service exceed the total amount of fees, if any, actually paid by you to Clinivance for the Service during the twelve (12) months immediately preceding the date on which the cause of action arose. If no fees were paid by you to Clinivance during such period, Clinivance’s total aggregate liability shall be limited to one hundred Canadian dollars (CAD $100.00).

9.3. Basis of the Bargain: The parties acknowledge and agree that the disclaimers of warranties and the limitations of liability set forth in these Terms are fundamental elements of the basis of the bargain between Clinivance and you, and Clinivance would not be able to provide the Service on an economically reasonable basis without such limitations. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

10. Indemnification

You agree to defend, indemnify, and hold harmless Clinivance, its affiliates, licensors, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees and legal costs) arising out of or relating to:

Clinivance reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Clinivance in asserting any available defenses. You may not settle any claim for which indemnification is sought without Clinivance’s prior written consent, which shall not be unreasonably withheld.

11. Modifications to Terms

Clinivance reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, as determined by Clinivance in its sole discretion, we will use reasonable efforts to provide at least thirty (30) days’ notice prior to any new terms taking effect (e.g., by posting a notice on the Service or sending an email to the address associated with your Account). 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, in whole or in part, you must stop using the Service. It is your responsibility to periodically review these Terms for any changes.

12. Governing Law and Dispute Resolution

12.1. Governing Law: These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule.

12.2. Informal Dispute Resolution: Clinivance and you agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (collectively, “Disputes”) through good faith informal negotiations for at least thirty (30) days before initiating any formal legal proceeding. Such informal negotiations commence upon written notice from one party to the other.

13. General Provisions

13.1. Entire Agreement: These Terms, together with our Privacy Policy and any applicable Order Form(s), constitute the entire agreement between you and Clinivance concerning the Service and supersede all prior and contemporaneous understandings, agreements, proposals, representations, and warranties, both written and oral, with respect to the Service. In the event of any conflict between these Terms and an Order Form, the terms of the Order Form shall prevail.

13.2. Severability: 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.

13.3. Waiver: No waiver by Clinivance of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Clinivance to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. A waiver is effective only if it is in writing and signed by an authorized representative of Clinivance.

13.4. Assignment: You may not assign or transfer any of your rights or obligations under these Terms, whether by operation of law or otherwise, without Clinivance’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. Clinivance may assign or transfer these Terms, in whole or in part, at its sole discretion, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

13.5. Force Majeure: Clinivance shall not be liable for any failure or delay in performance under these Terms due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials, or failures of public or private telecommunications networks (“Force Majeure Event”).

13.6. Language: These Terms have been drafted in the English language. A French language version of these Terms is provided for convenience. In the event of any discrepancy, conflict, or inconsistency in meaning or interpretation between the English language version and the French language version, the English language version shall prevail.

14. Contact Information

If you have any questions about these Terms, please contact us at: joshua.unrau@clinivance.com.