Terms of Use

1.1. “Authorized Users” means employees, agents, consultants, subcontractors, and other end users who Customer directly or indirectly authorizes to access the Products or Services, even if such end users are not directly controlled by Customer.

1.2. “Confidential Information” means (a) any information disclosed by one party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that by its nature reasonably would be deemed proprietary or confidential; and (b) any information that Discloser has received from others that may be made known to Recipient that Discloser is obligated to treat as confidential or proprietary. Without limiting the generality of the foregoing, Confidential Information includes Customer Data.

1.3. “Customer” means the clinical research site registering for Products or Services.

1.4. “Customer Data” means all data, in whatever form, provided by Customer or its Authorized Users in connection with the Products or Services.

1.5. “Documentation” means the Product descriptions and user instructions that describe the operation and functionality of the Products. Documentation may be updated from time to time, provided that such updates do not materially reduce the functionality of the Products to customers in general.

1.6. “Products” mean the software products provided to Customer hereunder.

1.7. “Services” means any services provided by Florence hereunder.

1.8. “User Data” means personal data required by Florence to enable Customer and its Authorized Users to access and use Florence’s Products and/or Services.

2.1. Free Subscription. Florence will make the applicable products and services available to customer free of charge until these terms of use are terminated as set forth below.

3.1. Products and Services. Customer will provide, operate and maintain all equipment needed to connect to, access and use the Services. Customer will: (a) be responsible and liable for Authorized Users’ compliance with these Terms of Use; (b) be responsible for the accuracy, quality, propriety and legality of Customer Data provided by Customer; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Products, and notify Florence promptly of any such unauthorized access or use; (d) use commercially reasonable efforts, including implementing commercially available virus protection software and procedures, to prevent the introduction of any time bombs, Trojan horses, viruses, worms, and other intentionally harmful code or programs in or to the Products; and (e) use the Products and Services only in accordance with these Terms of Use, applicable law and government regulations. Customer will not: (i) except as otherwise provided in these Terms of Use, make the Products or Services available to anyone other than Authorized Users; (ii) sell, resell, rent or lease the Products or Services to any third party; (iii) knowingly use the Products to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy rights or applicable law; (iv) intentionally interfere with or disrupt the integrity or performance of the Products; (v) attempt to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanism in the Products; (vi) decompile, disassemble or reverse engineer the Products; or (vii) permit or assist any other person or entity to do any of the foregoing.

3.2. Member Account, Password, and Security. If the Products or Services require Customer to open an account, Customer must complete the registration process by providing Florence with current, complete, and accurate information as required by the applicable registration form. Customer is responsible for maintaining the confidentiality of Customer’s credentials and account and for any and all activities that occur under its account. Customer will notify Florence promptly of any unauthorized use of Customer’s account or any other security breach. Customer may not use anyone else's account at any time without the permission of the account holder.

3.3. Links to Third-party Sites. The links in the Products may allow Customer to leave Florence’s site. Linked sites are not under the control of Florence and Florence is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Florence is not responsible for webcasting or any other form of transmission received from any linked site. Florence provides these links to Customer only as a convenience, and the inclusion of any link does not imply endorsement by Florence of the site.

3.4. Data Location. Customer is responsible for ensuring that Authorized Users only use the Products and Services in jurisdictions where Florence has a data center, or where compliance with data localization requirements can be met through other means. Authorized Users use the Products and Services at Customers' risk in jurisdictions where Florence has determined that it is not compliant. During implementation, Customer is responsible for selecting the appropriate data center with respect to Customer Data for each study or site from among Florence’s available data centers. Florence may transfer User Data to and store User Data in any or all data centers as needed for system operations.

3.5. Production Environmet. Customer may have immediate access to their production environment. No separate UAT environment is provided. Customer may use the system in a commercial off-the-shelf manner, and may perform additional validation in their production environment as needed. Customer may request access to Florence's validation deliverables and accepts these documents as is.

4.1. Product Warranty. Florence warrants that: (a) the Products will perform materially in accordance with the Product descriptions contained in the Documentation; and (b) Florence will use commercially reasonable efforts, including implementing commercially available virus protection software and procedures, to prevent the introduction of any time bombs, Trojan horses, viruses, worms, and other intentionally harmful code or programs in or to the Products, Customer Data, or Customer’s systems. Florence does not warrant that the Products or Services will be sufficient to meet Customer’s requirements, or that the Products will operate error-free or without interruption. Florence is not responsible for any delays, delivery failures, or any other loss or damage resulting from (i) the transfer of data over communications networks and facilities, including the Internet, and Customer acknowledges that the Products or Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; (ii) integration or combination of the Products or Services with any product or service not supplied by Florence; (iii) use of the Products or Services other than for their intended purpose; or (iv) modification of the Products by any person or entity other than Florence, in each case if the loss or damage would have been avoided in the absence of the circumstances specified in (i) through (iv) above.

4.2. Services Warranty. Florence warrants that all Services will be performed professionally, in a workmanlike manner and by personnel with appropriate skills and expertise.

4.3. No Other Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

5.1. Non-disclosure and Non-use Obligations. Recipient will not use any Confidential Information except to the extent necessary to fulfill its obligations hereunder and will not disseminate, publish, copy, or in any way disclose any Confidential Information to any person, firm, business or governmental agency, except as such disclosure is expressly permitted in these Terms of Use. Recipient will treat Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Information, but not less than the standard of care imposed by applicable federal and state laws and regulations relating to the protection of such information, and in any event not less than reasonable care. Recipient will disclose Discloser’s Confidential Information only to those of Recipient’s employees, consultants, contractors and legal, accounting, tax, financial and other advisors (“Representatives”) who need to know the information, provided that such persons are bound by confidentiality obligations at least as strict as those set forth herein. Recipient will be liable for any disclosure or use of the Confidential Information by its Representatives other than as expressly permitted in these Terms of Use. Recipient will promptly give notice to Discloser of any unauthorized use or disclosure of Discloser’s Confidential Information. Recipient will assist Discloser in remedying the unauthorized use or disclosure of Discloser’s Confidential Information.

5.2. Exclusions from Non-disclosure and Non-use Obligations. Recipient’s obligations under this Section will not apply to any of Discloser’s Confidential Information that Recipient can document: (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to Recipient by Discloser through no fault of Recipient; (b) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Recipient by Discloser; (c) was developed by employees or agents of Recipient independently of and without reference to any of Discloser’s Confidential Information; or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by Recipient of any of Discloser’s Confidential Information (i) in response to a valid order by a court or other governmental body; (ii) necessary to establish the rights of either party under these Terms of Use; or (iii) as otherwise required by law will not be considered to be a breach of these Terms of Use by Recipient, provided that Recipient provides prompt written notice thereof to Discloser (to the extent legally permissible) to enable Discloser to seek a protective order or otherwise prevent the disclosure.

5.3. Injunctive Relief. A breach by Recipient of this Section may cause irreparable and continuing damage to Discloser for which money damages are insufficient. Discloser will be entitled to seek injunctive relief and/or a decree for specific performance, and other relief as may be proper (including money damages if appropriate), without the need to post a bond.

6.1. Indemnification by Florence. Florence will defend Customer, at Florence’s expense, against any claim, demand, suit, or proceeding by a third party (a “Claim”) made or brought against Customer alleging that the use of the Products or Services as permitted hereunder infringes any intellectual property rights of a third party, and will indemnify Customer for any damages, attorneys’ fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a court approved settlement of, a Claim, to the extent not otherwise covered by insurance proceeds paid to Customer. This obligation does not apply to infringement arising from: (a) integration or combination of the Products or Services with any product or service not supplied by Florence; (b) use of the Products or Services other than for their intended purpose; or (c) modification of the Products by any person or entity other than Florence, if the infringement would have been avoided in the absence of such integration, combination, use or modification. In the event of a Claim against Customer, or if Florence reasonably believes the Products or Services may infringe upon third-party intellectual property rights, Florence may, in its sole discretion and at no cost to Customer: (i) modify the Products or Services so that they no longer infringe, provided that such modified Products or Services offer at least equivalent functionality with no degradation in performance; (ii) obtain a license for Customer’s continued use of the Products or Services in accordance with these Terms of Use; or (iii) terminate the affected Services.

6.2. Indemnification by Customer. Customer will defend Florence, at Customer’s expense, against any Claim alleging that Customer Data used by Florence as permitted under these Terms of Use or Customer’s use of the Products or Services in breach of these Terms of Use infringes any intellectual property rights of a third party or violates applicable law, and will indemnify Florence for: (a) any loss or damage incurred by Florence due to an unauthorized person’s use of Customer’s account or credentials; and (b) any damages, attorneys’ fees and costs finally awarded against Florence as a result of, or for any amounts paid by Florence under a court-approved settlement of, a Claim, to the extent not otherwise covered by insurance proceeds paid to Florence.

6.3. Indemnification Process. The indemnified party will: (a) promptly give the indemnifying party written notice of the Claim (provided, however, that the indemnified party’s failure to give such notice will not relieve the indemnifying party of its indemnity obligations unless, and only to the extent that, the failure to give such notice materially prejudices the indemnifying party's ability to defend the Claim); (b) give the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle any Claim against the indemnified party unless the settlement unconditionally releases the indemnified party from all liability with respect thereto); and (c) provide to the indemnifying party all reasonable assistance, at the indemnifying party's expense, in connection with the Claim.

8.1. Termination for Convenience. Either party may terminate these Terms of Use upon sixty (60) days’ written notice to the other party, without cause and in its sole discretion.

8.2. Termination for Breach. Either party may terminate these Terms of Use immediately upon written notice in the event that the other party materially breaches these Terms of Use and thereafter fails to cure such breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the non-breaching party) within thirty (30) days after receiving written notice thereof.

8.3. Effect on Customer Data. At Customer’s written request, Florence will make the Products available for up to sixty (60) days following termination to allow Customer to retrieve any Customer Data. Thereafter, subject to applicable law, Florence will wipe and/or destroy the Customer Data so it is unreadable, unusable, and cannot be recovered.

9.1. Intellectual Property. Customer acknowledges that Florence and its licensors own all right, title, and interest, including all patent, copyright, trade secret, trademark, moral rights, mask work rights, data, and other intellectual property rights (“Intellectual Property Rights”) in and to the Products, Services and any deliverables provided under these Terms of Use (including all components thereof), and Florence expressly reserves all rights not expressly granted to Customer in these Terms of Use. Customer will not knowingly engage in any act or omission that would impair Florence’s and/or its licensors’ Intellectual Property Rights.

9.2. Customer Data. Except with respect to Operational Data (as defined below), Customer retains ownership of all right, title and interest in and to all Customer Data.

9.3. Operational Data. “Operational Data” includes key performance indicators (such as study start-up timelines, signature timelines, and time until enrollment of first study patient), analysis, statistics, benchmarking algorithms and other similar operational information generated by the Products or derived from Customer’s use of the Products, but expressly excluding protected health information and third-party proprietary information or data. Operational Data is created by Florence and is not Customer Data. Florence may anonymize and aggregate Operational Data, and use such Operational Data for its business and/or research purposes. Florence will own all right, title and interest in and to all Operational Data. If and to the extent that Customer may have intellectual property rights in any Operational Data, Customer hereby grants to Florence a non-exclusive, non-transferable, fully paid-up license to use such Operational Data as described in this Section.

9.5. Feedback. Florence will have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Products and Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer and/or its Authorized Users relating to the operation or functionality of the Products or Services (“Feedback”). Neither Customer nor its Authorized Users will have any obligation to provide Feedback.

10.1. Governing Law. These Terms of Use are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles. These Terms of Use will not be subject to or governed by the United Nations Convention on Contracts for the International Sale of Goods.

10.2. Force Majeure. Each party will be excused from performance of its obligations under these Terms of Use if such a failure to perform results from compliance with any requirement of applicable law, acts of god, fire, strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of such party. Any delay resulting from any of such causes will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.

10.3. Notices. Any notice required or permitted to be given under this Agreement will be sufficient if given in writing and sent by email with confirmation of receipt: (a) if to Customer, to the email address provided upon registration for the Products; and (b) if to Florence, to legal@florencehc.com. Either party may change its address for notice by giving written notice in accordance with the terms of this Section.

10.4. Miscellaneous. The headings and captions in these Terms of Use are for convenience and identification purposes only, are not an integral part of these Terms of Use, and are not to be considered in the interpretation of any part of these Terms of Use. When the context so requires, the masculine, feminine and neuter genders may be used interchangeably and the singular may include the plural and vice versa.