Last modification: October 24, 2022
The Platform is only available to users who have the legal capacity to conclude contracts, as provided by the applicable laws. By using or accessing the Platform, you hereby represent and warrant that you have the legal capacity to enter into these Terms, are not barred from using the Platform under applicable law and may be bound by the Terms.
If you choose not to agree with the Terms or Privacy Notice, you must refrain from using the Platform.
We reserve the right, at our sole discretion, to change or amend these Terms or any part of these Terms at any time without notice. The amended Terms will be effective at the time of publishing will apply to your use of the Platform from that point forward.
- YOUR ACCOUNT
- Account Creation. Some features of the Platform may require the creation of a user account. If you choose to register and create an account on the Platform, you must complete the registration process by providing current, complete, and accurate information as prompted by the registration form. You will also choose a unique and safe password and you will be provided with a unique identification number. You may only create one account. Should you create multiple accounts, they will be immediately deactivated.
- Responsibility for Account. You are solely responsible for maintaining the confidentiality of your password and account-related information. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other security breach.
- Account Security. Although we are using reasonable security measures to protect your Personal Information (as defined below), we cannot assure that unauthorized third parties will never be able to breach the Platform’s security measures or make improper use of your Personal Information (as defined below). Therefore, you acknowledge that you are providing your Personal Information (as defined below) at your own risk.
- Liability for Account Misuse. We will not be held liable for any loss, including the loss of data associated with your account, that you may incur as a result of someone else using your password or account, either with or without your consent. You could be held liable for losses incurred by us or another party resulting from someone other than you using your account or password.
- Use of Other Accounts. You may not use anyone else’s account at any time, unless with the permission of the account holder as her or his duly authorised mandatary.
- Account Discontinuation. You may discontinue the use of your account on the Platform for any reason, and at your sole discretion. Your discontinued use of your account will not result in the deactivation of your account.
- Termination and Account Deactivation. We may, in our sole discretion, terminate, deactivate or suspend your access or ability to use your account on the Platform immediately, at any time, without prior notice or liability.
- USE OF THE PLATFORM
- Access and Use. Subject to your strict compliance with these Terms, we authorize you to access and use the Platform in accordance with the Documentation (as defined below) solely for your personal use and for use in investigational studies. You acknowledge and agree that the Platform is provided to you under license and is not sold to you. You do not acquire any right, title or interest in or to the Platform under these Terms other than the right to access and use the Platform in accordance with the Terms. As between the parties, we retain all right, title and interest in and to the Platform, including all intellectual property rights therein, subject to the accesses expressly granted hereunder. You are responsible for protecting the Platform (including all copies thereof) from infringement, misappropriation, theft, unauthorized use or access.
- Participating in a Study. When accessing the Platform, you may participate in our studies if you meet the eligibility criteria and complete the relevant procedures. You may participate in any number of studies, as long as you are eligible.
- Restrictions. You shall not (i) use the Platform for purposes other than those mentioned herein, (ii) copy, distribute, or disclose any part of the Platform in any medium, including by any automated or non-automated web scraping tool or technique, (iii) use any automated system, including “robots,” “spiders,” and “offline readers”, to access the Platform, (iv) transmit, via the Platform, spam or other unsolicited content, (v) attempt to interfere with the servers running the Platform, compromise their system’s integrity or security, or decipher any transmissions to or from them, (vi) take any action that, at our sole discretion, imposes, or may impose, an unreasonable or disproportionately large load on the Platform infrastructure, (vii) upload invalid data, viruses, worms, or other malware through the Platform, (viii) collect, extract or harvest, or attempt to, any personally identifiable information, including account names, from the Platform, (ix) impersonate another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity, (x) interfere with the proper working of the Platform, (xi) access any content on the Platform through any technology or means other than those provided or authorized by the Platform, (xii) bypass the measures that we may use to prevent or restrict access to the Platform, including features that prevent or restrict use or copying of any content or enforce limitations on the use of the Platform or the content therein, (xiii) modify, disassemble, decompile, Reverse engineer (as defined below), adapt or create derivative works from the Platform, or (xiv) otherwise use the Platform in contravention with applicable law.
- Suspension of the Platform. Notwithstanding anything to the contrary in these Terms, we may temporarily suspend your access to some or all of the Platform if, in our reasonable opinion: (i) there is a threat or attack on any component of the Platform; (ii) your use of the Platform disrupts or poses a security risk to the Platform or any of our users; (iii) you use the Platform for fraudulent or illegal activities; (iv) your use of the Platform is prohibited by applicable law; or (v) your use of the Platform violates the Terms (each, a “Suspension”). We will use commercially reasonable efforts to notify you in writing of any Suspension and to provide you with updates regarding the resumption of access to the Platform following any Suspension. We will use commercially reasonable efforts to provide access to the Platform as soon as reasonably practicable after the event giving rise to the Suspension is corrected. To the extent permitted by law, we are not responsible for any damages, liabilities, losses (including lost profits), or any other consequences you may incur as a result of a Suspension.
- Compliance Measures. The Platform may contain technological safeguards to prevent copying and other security measures to prevent unauthorized uses of the Platform, such as uses: (i) beyond the scope of access granted under Section 1 of the Terms; and/or (ii) prohibited under Section 2.4 of the Terms. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any alternative to such security measures
- Investigation and Prosecution. We shall have the right to investigate and prosecute any violations of these Terms, to the fullest extent of the law. You acknowledge that we have the right to ensure compliance with these Terms, applicable laws, orders and requirements of a court or governmental body. In case of violation of these Terms, we shall have the right, at any time and without notice, to disable your access or use to the Platform. Without limiting the generality of the foregoing, we may also terminate or suspend your access or ability to use the Platform immediately, without prior notice or liability, for any reason or no reason, including breach of these Terms.
- INTELLECTUAL PROPERTY
- Study Data. As between the parties, you retain ownership of any material, text, document, or other information that you may provide us within the scope of the studies and the use of the Platform as well as all rights and interests in and to any and all intellectual property rights that you may hold in relation to said information and material (collectively, the “Study Data”). By participating in a study in accordance with Section 2.2, you hereby grant to us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable license to reproduce, publish, modify and generally use the Study Data in connection with the Platform and related studies. You also agree to complete and sign any documents that we may reasonably require in order to give full effect to this provision.
- Trademarks. All trademarks (including words, expressions, and logos) used by us for the purposes of distinguishing their respective goods or services from those of others, are owned by us. Our respective tradenames and logos are their trademarks, and may not be used, reproduced, or imitated, in whole or in part, without our prior written permission.
- Copyright. All original work reproduced or published on the Platform is protected by copyright. The owner of the copyright in each of such work reserves all of its rights therein. You acknowledge that it is an infringement of copyright for any person to do, without the consent of the copyright holder, anything that, by the applicable copyright statutes, only the owner of the copyright has the right to do.
- Other Rights. This Platform or any part thereof may also be protected by industrial designs or patents. We reserve all rights in and to the Platform that are not expressly granted hereunder. You agree not to engage in the use, copying, or distribution of any of the Platform other than expressly permitted herein.
- Feedback. You may provide us with comments, suggestions or other ideas to improve or otherwise modify the Platform or any of our studies or other services (“Feedback”). For the purposes of these Terms, any Feedback provided to us will be considered as our Confidential Information (as defined below). The Feedback shall be considered our property which will we be able to use, benefit from, disclose, publish, withhold or otherwise exploit, without additional compensation or attribution to you.
- Documentation. We will, from time to time, provide you with documentation, online or in any material form, describing the features, operation and use of the Platform and the studies (the “Documentation”). You understand and agree that you may reproduce and use the Documentation only as necessary for the conduct of the studies and the use of the Platform. As between the parties, we retain all rights, title and interests in and to the Documentation, including all intellectual property rights therein, subject to the access rights expressly granted herein. You are responsible for protecting the Documentation (including all copies thereof) from infringement, misappropriation, theft, unauthorized use or access.
- Reverse Engineering. In addition to Section 3 of the Terms, you shall not Reverse Engineer or attempt any Reverse Engineering of the Platform, the studies or any result of such study. “Reverse Engineering” includes any act of reverse engineering, translating, disassembling, decompiling, decrypting or deconstructing (including “cable sniffing” or “black box” reverse engineering) or any method or process of obtaining or converting any information, data, or software from one form into a human readable form.
- PLATFORM CONTENT
- Not a Diagnostic Tool. As precise as they may be, our study applications are only investigational tools and are not intended to diagnose, treat, cure or prevent any disease and are in no case to be used as a diagnostic tool. The study personnel are not qualified to provide, and shall not be considered to provide, professional medical advice.
- Not Medical Advice. Any content accessed through our Platform and our studies is for informational purposes only and is not a substitute for professional medical advice, diagnostic or treatment. You must not ignore or delay obtaining professional medical advice because of information you were provided through our Platform or studies. Seek immediate medical assistance for all medical emergencies.
- Third Party Content. Through the Platform, you may use and/or have access to content provided by third parties. We cannot guarantee that such content will be free of any material or information that you may find objectionable. We expressly disclaim any and all liability related to your access to or use of such third-party content.
- COLLECTION AND USE OF INFORMATION; AGGREGATE DATA
- Collection and Use of Information. We may, directly or indirectly through the services of third parties, collect and store information regarding the use of the Platform and on the equipment by which the Platform is accessed and used, through: (i) the provision of maintenance and support services; (ii) the security measures included in the Platform as described in Section 5 above; and (iii) through transfer via the Internet. You agree that we may use such information for purposes related to the study for which you are submitting information as well as any use of the Platform by you, including, without limitation, to: (y) improve the performance of the Platform or develop updates; and (z) verify your compliance with the Terms and enforce our rights, including our intellectual property rights, as between the parties, in and to the Platform and the Documentation.
- Aggregate Data. Notwithstanding anything to the contrary herein, we may monitor your use of the Platform and collect and compile aggregated and anonymized data sets and decision models (collectively, “Aggregate Data”). As between the parties, all right, title and interest in and to the Aggregate Data, including all intellectual property rights therein, are owned and held exclusively by us. You acknowledge and agree that we may, in our sole and absolute discretion: (i) make the Aggregate Data publicly available in accordance with applicable law; and (ii) use the Aggregate Data to the extent and in the manner permitted by applicable law.
- CONFIDENTIAL INFORMATION
- Definition. While participating in the studies or otherwise using the Platform, you may be asked to review new concepts, products and services that are still in the early stage of development, and you may have access to certain non-public, confidential information (including trade-secrets) whether written or oral, whether or not marked as confidential (the “Confidential Information”). Without limiting the generality of the foregoing, you understand that the studies and their content shall constitute our Confidential Information.
- Non-Disclosure. You agree to protect our Confidential Information with the same care and discretion applied to your own confidential information, but in no event less than reasonable care and discretion. Without limiting the foregoing, you agree to keep our Confidential Information secret, and not to disclose, copy or otherwise provide in part or in whole, to any third party, any such Confidential Information.
- Limited Purposes. You may only use Confidential Information for the purpose of using the Platform and participating in the studies.
- Notice. You must notify us promptly and in a timely manner if you are required by law to disclose any Confidential Information or are made aware of any unauthorized disclosure of Confidential Information.
- Survival. The present confidentiality obligations shall expire five (5) years from the date your account is deactivated, except for trade secrets, in which case, shall be held in confidence for so long as they constitute trade secrets.
- Personal Information. You acknowledge and agree that if you participate in studies in accordance with Section 2 of the Terms, we may have access to Personal Information in your custody or control. For the purposes hereof, Personal Information is Confidential Information and both parties agree to treat such information in accordance with the obligations described in Section 6.1 of the Terms. Without limiting the generality of the foregoing, both parties agree to: (i) maintain commercially reasonable security measures commensurate with the sensitivity of the Personal Information in their custody or control, and to which they may have access in connection herewith, to ensure its integrity, availability and confidentiality; and (ii) complete and execute any documents that they may reasonably require to comply with their legal or contractual obligations with respect to the protection of Personal Information and privacy. For the purposes hereof, “Personal Information” means any information about an identifiable individual, including information that can be used alone or in combination with other information to identify, contact or locate a single individual. Please read carefully our Privacy Notice for more information and do not hesitate to ask us any question regarding this matter.
- ELECTRONIC COMMUNICATIONS
When you provide us with your email address via the Platform, you expressly consent that we will keep your email address in its databases or that it may use such email address in its mailing list to communicate with you to (i) validate certain information relating to your account, (ii) keep you informed of the status of your account on the Platform, (iii) conduct surveys or verifications relating to the Platform, namely its functionalities, user-friendliness or your appreciation of the Platform, (iv) inform you of other studies conducted by us, or (v) any other purpose relating to the Platform or security of users.
- HYPERLINKS AND THIRD PARTY CONTENT
- Hyperlinks. The Platform may contain hyperlinks to external Internet sites that remove you from the Platform (the “External Sites”). You acknowledge and agree that we are not responsible for the availability of these External Sites, nor for the accuracy of the content, products or services available on these External Sites. Hyperlinks to External Sites do not imply any endorsement or endorsement by us of such External Sites. You acknowledge that you assume all risks arising from your use of the External Sites. By using the Platform, you expressly release us from any liability arising from your use of any External Site.
- Third Party Content. We may provide you with access to third party tools over which we have no control or influence. You acknowledge and agree that we provide access to such tools on an “as is” and “as available” basis without any warranties, representations or conditions of any kind and without any endorsement. You acknowledge and agree that you assume all risks arising from your use of such third-party tools. By using the Platform, you expressly release us from any and all liability arising from your use of any third-party tool.
The Platform is provided to you “as is”, without any warranties of any kind. To the fullest extent permissible under applicable law, we disclaim all such warranties, express or implied, including, warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, freedom from errors, suitability of content, or availability. We may update the Platform without notice. While we do everything in their power to ensure that the information presented on the Platform is complete and accurate, we cannot guarantee that such information is free from any errors, omissions or inaccuracies. We make no warranty regarding the quality of any content consulted or obtained through the Platform.
- LIMITATION OF LIABILITY
You acknowledge and agree that you assume the entire risk arising out of your access or use of the Platform, including licit and illicit uses. To the fullest extent permitted by applicable law, in no event shall we, our affiliates, officers, directors, employees, consultants, contractors, agents, licensees, successors and assigns, be liable for any special, direct, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort, or otherwise, arising out of or in any way connected with the use of or inability to use the Platform, including any damages caused by or resulting from reliance on any information obtained from the Platform, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance.
By using the Platform and participating in the studies in accordance with the Terms, you agree to defend, indemnify and hold harmless us, our affiliates, and our respective officers, directors, employees, consultants, contractors and agents from and against all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys’ fees and costs) and all amounts paid in settlements arising from or relating to your use of the Platform, breach of these Terms, or your violation of any third-party rights. We may assume the exclusive defense and control of any matter for which you have agreed to indemnify us, and you agree to assist and cooperate with us in the defense or settlement of any such matter.
- Survival of Provisions. The provisions of these Terms that, by their nature, should survive termination of these Terms shall survive termination, including ownership, confidentiality and indemnification provisions, disclaimers and limitations of liability.
- Entire Agreement. These Terms and the Privacy Notice replace any prior agreement between the parties regarding the matters contemplated herein and constitute the entire agreement between the parties.
- Assignment. You cannot assign or transfer these Terms or any rights or obligations thereto.
- Notices. We may provide you with any required legal notices (including service of process) by any legal method, including posting notices on the Platform or sending notices to any email address you provide when setting up your account on the Platform or that you provide in any other interaction with us or the Platform. You agree to send us notices by email to the following address: [email protected].
- Governing Law. These Terms shall be governed, construed, and enforced in accordance with the laws of the Province of Quebec (Canada) and applicable federal laws, without regard to their conflict of laws rules. The parties irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Quebec, District of Montreal, with respect to any matter arising hereunder or relating to these Terms.
- Waiver. Our negligence or delay to exercise a right, recourse, power or privilege in accordance with the Terms does not constitute a waiver of such rights, recourses, powers or privileges. To be valid, a waiver must be done in writing and signed by us. A written waiver to a default cannot be interpreted as constituting a waiver to any other default or default of the same nature which may occur in the future.
- Invalidity or Unenforceability. In the event that one or many provisions of the Terms is declared invalid or unenforceable or inapplicable by a court of competent jurisdiction, such invalidity or inapplicability will not affect the validity or applicability of the other provisions of these Terms. These Terms will then be interpreted as if the invalid or inapplicable provision had never formed part of these Terms.
- CONTACT US
We appreciate your comments, questions, and feedback, which may be sent to [email protected].