Terms & Conditions
This agreement (User Agreement, or Agreement) contains the terms, conditions and provisions (Terms and Conditions) upon which You (You, or the User) may access and use the App, including all Content and all information made available to You through the App by Empiric or any other party.
1. Definitions
App means the clinical trials workflow automation software developed and managed by Empiric, including the web applications hosted at www.empiric.com.au.
App Suspension has the meaning given in clause 8.2.
Content means all information of whatever kind published, stored or sent on or in connection with the App.
Intellectual Property means any confidential information, copyright, trademarks, service marks, designs, patents, business names, domain names, inventions, trade secrets or other results of intellectual activity in any industrial, commercial, scientific, literary or artistic fields.
Intellectual Property Rights means any present or future rights conferred by statute, common law or equity in any part of the word in relation to any Intellectual Property.
Empiric refers to Empiric Pty Ltd (ABN 54 680 307 24) and its related entities (hereinafter referred to as Empiric, Us, We or Our).
2. Terms & Conditions
2.1. If You do not agree to be bound by the Terms and Conditions of this Agreement, do not use or access Our services. By using the software offered by Empiric, You agree to be bound by all of the Terms and Conditions contained in this Agreement and our Privacy Policy.
2.2. These Terms and Conditions apply to all users of the App. The Terms and Conditions will remain operative until either you or Empiric terminate your use of the App.
2.3. These Terms and Conditions may be modified and amended by Empiric at any time without prior notice to You.
2.4. You agree that, on and from the date of any modification or amendment to these Terms and Conditions, You will be bound by the modified or amended Terms and Conditions. Your use of this App constitutes acceptance of these Terms and Conditions, which apply to the exclusion of any inconsistent terms and conditions which may appear on any other documentation or correspondence between Empiric and You.
3. Access & Use by You
3.1. Our services are available only to individuals and organisations that can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to temporarily or indefinitely suspended Users.
3.2. We grant You a non-exclusive, revocable, non-transferable limited licence, to access the App and use the functionality available on the App in accordance with this Agreement and the Privacy Policy.
3.3. The App and software (if any) made available through the App will only be made available to You (and Authorised Users) as a hosted service.
4. Password Policy & Account Access
4.1. Your use of certain portions of this App requires the authentication of Your identity through the provision of a username and password.
4.2. Empiric cannot and does not confirm each User's purported identity. You agree that You are solely responsible for: (a) maintaining the strict confidentiality of your usernames and passwords; (b) all statements made and acts or omissions that occur while your username and password are being used; (c) not allowing others to use Your username to access the App; (d) any losses that may be incurred or suffered as a result of Your failure to maintain the confidentiality of Your usernames and passwords; and (e) promptly informing Empiric in writing of the need to deactivate a username resulting from actual or potential security concerns.
4.3. You release Empiric (and our officers, directors, agents, subsidiaries, joint ventures, suppliers and employees) from claims, demands and damages (actual and consequential) (each a Claim) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with a Claim that arises from Our inability to confirm User identity other than such Claims that result solely and directly from Empiric’s breach of this User Agreement, gross negligence or wilful misconduct.
5. User Data
5.1. The App may offer features that allow You and Authorised Users to upload data or information (of any kind) to the App(User Data),and may involve the transmission to and from You of User Data.
5.2. You consent to the transmission by electronic means of User Data through the App, and such consent will at all times that You or an Authorised User use the App.
5.3. You are solely responsible for Your Information. You certify that Your Information is correct and complete to the best of your knowledge. You confirm that you have all rights, power, and authority necessary to post Your Information to the App.
5.4. Your information and your activities on the App shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; or violate any law, statute, ordinance or regulation.
6. Intellectual Property in the App
6.1. We retain all right, title, copyright, patent, trademark, trade secret and all other proprietary interests to the App (and related documentation) and any modifications or derivatives thereof.
7. App Availability
7.1. You agree to Us modifying the App(including its functionality, data formats and other matters) and from time to time, so long as any such modifications do not substantially impact upon Your ability to continue to use the App in the manner contemplated by this Agreement.
7.2. We may suspend access to and use of the whole or any part of the App, where we have a reasonable basis to believe that:(a) there is a detected or suspected denial of service attack or other attack on the App (or other event that we determine, in our reasonable discretion, may create a risk to the App, or to You, an Authorised User or other third party, if the App was not suspended); (b) You are in breach of this Agreement; or (c) access to or use of the App is prohibited bylaw in a relevant jurisdiction, or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons,(collectively, App Suspension).
7.3. We will use reasonable efforts to ensure that the period of suspension is limited to the extent that is required to specifically address such issue or non-compliance and only for such periodas the issue or non- compliance persists.
7.4. We provide the App on an “as is” and “as available” basis. In particular, we disclaim all other warranties and representations of any kind, whether express or implied, with respect to this Agreement, or the App including, without limitation, that the App is error-free or that the App will be continuously available, or any implied warranties of merchantability and fitness for a particular purpose, in each case to the extent permitted by law. Our liability in relation to any warranty or condition implied into this Agreement by law which cannot be excluded, is limited to one or more of the following at our option: (a) in the case of goods, the replacement or repair of the goods or payment of the cost of having the goods replaced; or (b) in the case of services, the supply of the services again or payment of the cost of having the services supplied again.
8. Termination
8.1. We may terminate a User’s account at any time with or without Empiric, including (but not limited to) circumstances where You: (a) breach this Agreement; or (b) in our reasonable opinion, are, or likely to become, insolvent.
8.2. On expiry or termination of this Agreement You acknowledge that Your rights to access and use the App will cease.
8.3. Termination or expiry of this Agreement will not affect any accrued rights or remedies either party may have.
9. Limitation of Liability
9.1. In no event shall Empiric, its subsidiaries, officers or employees be responsible or liable in relation to the information or documents uploaded by You or Your representatives on the App including information or documents created by third parties.
9.2. You represent and warrant to Empiric that You have the required authority and permission to upload such information and documents onto the App and that You are not in breach of any intellectual property rights or confidentiality obligations in respect of the information and documents uploaded onto the App. You indemnify and hold Empiric, and its parent, subsidiaries, affiliates, officers, directors, agents, and employees, representatives, shareholders, servants, attorneys, predecessors, successors and assigns Empiric harmless from any claim by third parties in respect of the information or documents uploaded by You onto the App including but not limited to any claims for breach of intellectual property or breach of confidentiality.
9.3. You are solely responsible for ensuring that the App: (a) is suitable and adequate for Your requirements; and (b) complies with all laws and regulations applicable to You and Your organization.
9.4. You agree to indemnify and hold Empiric harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your (or an Authorised User’s) breach of this User Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
9.5. You represent and warrant that: (a) You are at least 18 years of age and that youpossess legal right and ability to enter into these Terms and Conditions; (b) all of the information provided by You during the registration process is true and accurate and correct.
9.6. Except as expressly set forth in these Terms and Conditions and to the maximum extent permitted by law, Empiric hereby expressly disclaims all express and implied warranties in relation to the App. To the extent permitted by law, Empiric does not warrant, guarantee or make any representations or warranties whatsoever, express or implied, or assume any liability to You regarding: (a) the use or the results of the use of the App; or (b) system performance and effects on or damages to software and hardware in connection with any use of the App.
9.7. Except for liability arising under or in relation to clauses 9.10 of this Agreement: (a) neither party shall be liable for any indirect or consequential loss, lost data or lost profits, or costs of procuring substitute goods, software or services, however arising, even if it has been advised of the possibility of such damages; and (b) the liability of each of You and us for damages in relation to this Agreement whether in contract, tort (including without limitation negligence), statute or otherwise, for all claims in the aggregate shall be limited to the Fees actually paid to us in the twelve (12)months immediately preceding the act or omission most closely linked with the most recent claim.
9.8. The Competition and Consumer Act 2010(Cth) guarantees certain conditions, warranties and undertakings, and gives You other legal rights, in relation to the quality and fitness for purpose of consumer goods or services sold in Australia. These guarantees cannot be modified nor excluded by any contract. Nothing in these Terms and Conditions purports to modify or exclude the conditions, warranties, guarantees and undertakings, and other legal rights, under the Competition and Consumer Act 2010 (Cth) and other laws which cannot be modified or excluded.
9.9. Except as expressly set out in this Agreement and the Competition and Consumer Act 2010 (Cth), Empiric makes no warranties or other representations under these Terms and Conditions. Empiric’s liability in respect of these warranties, representations, undertakings and guarantees is limited to the fullest extent permitted by law.
9.10. You indemnify Us against any amount we are finally ordered to pay to a third party by a court of competent jurisdiction (or settlement agreed by You)which arises from a claim alleging that our use of the any material or information provided by You or an Authorised User to us under this Agreement or the relevant Terms and Conditions (inclusive of the User Data) infringes the Intellectual Property Rights or other rights of that third party.
10. Confidentiality& Privacy
10.1. Empiric will use reasonable precautions to maintain the confidentiality of the information You have provided to Empiric and information you have created, input or developed in connection with Your use of the App, but You hereby acknowledge and agree that there can be no assurance that any information provided by You through the App, or any communication through email will remain secure.
10.2. All personal information collected by Empiric will be collected, held, disclosed or otherwise used in accordance with Empiric’s Privacy Policy.
11. General
11.1. Except as explicitly stated otherwise, any notices shall be given to Empiric by email via submitting a contact form on our website and to You by email to the email address you provide to Us during the registration process (in Your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Empiric during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
11.2. Nothing in this Agreement will deem You, or any person engaged by You, as our employee, servant or agent.
11.3. You will comply with all laws and restrictions and regulations of any relevant government or regulatory body in the access to and use of the App.
11.4. This Agreement is governed by and must be construed in accordance with the laws of the State of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters or things arising out of this Agreement.
11.5. If any provision of this User Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions, together with a valid, enforceable replacement provision, shall be enforced.
11.6. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure by a party to exercise any right under this Agreement shall not operate as a waiver of such party's right to exercise such right or any other right in the future.
11.7. Our Privacy Policy is incorporated into this Agreement by reference.
Last updated: 5 October 2024
1. Definitions
App means the clinical trials workflow automation software developed and managed by Empiric, including the web applications hosted at www.empiric.com.au.
App Suspension has the meaning given in clause 8.2.
Content means all information of whatever kind published, stored or sent on or in connection with the App.
Intellectual Property means any confidential information, copyright, trademarks, service marks, designs, patents, business names, domain names, inventions, trade secrets or other results of intellectual activity in any industrial, commercial, scientific, literary or artistic fields.
Intellectual Property Rights means any present or future rights conferred by statute, common law or equity in any part of the word in relation to any Intellectual Property.
Empiric refers to Empiric Pty Ltd (ABN 54 680 307 24) and its related entities (hereinafter referred to as Empiric, Us, We or Our).
2. Terms & Conditions
2.1. If You do not agree to be bound by the Terms and Conditions of this Agreement, do not use or access Our services. By using the software offered by Empiric, You agree to be bound by all of the Terms and Conditions contained in this Agreement and our Privacy Policy.
2.2. These Terms and Conditions apply to all users of the App. The Terms and Conditions will remain operative until either you or Empiric terminate your use of the App.
2.3. These Terms and Conditions may be modified and amended by Empiric at any time without prior notice to You.
2.4. You agree that, on and from the date of any modification or amendment to these Terms and Conditions, You will be bound by the modified or amended Terms and Conditions. Your use of this App constitutes acceptance of these Terms and Conditions, which apply to the exclusion of any inconsistent terms and conditions which may appear on any other documentation or correspondence between Empiric and You.
3. Access & Use by You
3.1. Our services are available only to individuals and organisations that can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to temporarily or indefinitely suspended Users.
3.2. We grant You a non-exclusive, revocable, non-transferable limited licence, to access the App and use the functionality available on the App in accordance with this Agreement and the Privacy Policy.
3.3. The App and software (if any) made available through the App will only be made available to You (and Authorised Users) as a hosted service.
4. Password Policy & Account Access
4.1. Your use of certain portions of this App requires the authentication of Your identity through the provision of a username and password.
4.2. Empiric cannot and does not confirm each User's purported identity. You agree that You are solely responsible for: (a) maintaining the strict confidentiality of your usernames and passwords; (b) all statements made and acts or omissions that occur while your username and password are being used; (c) not allowing others to use Your username to access the App; (d) any losses that may be incurred or suffered as a result of Your failure to maintain the confidentiality of Your usernames and passwords; and (e) promptly informing Empiric in writing of the need to deactivate a username resulting from actual or potential security concerns.
4.3. You release Empiric (and our officers, directors, agents, subsidiaries, joint ventures, suppliers and employees) from claims, demands and damages (actual and consequential) (each a Claim) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with a Claim that arises from Our inability to confirm User identity other than such Claims that result solely and directly from Empiric’s breach of this User Agreement, gross negligence or wilful misconduct.
5. User Data
5.1. The App may offer features that allow You and Authorised Users to upload data or information (of any kind) to the App(User Data),and may involve the transmission to and from You of User Data.
5.2. You consent to the transmission by electronic means of User Data through the App, and such consent will at all times that You or an Authorised User use the App.
5.3. You are solely responsible for Your Information. You certify that Your Information is correct and complete to the best of your knowledge. You confirm that you have all rights, power, and authority necessary to post Your Information to the App.
5.4. Your information and your activities on the App shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; or violate any law, statute, ordinance or regulation.
6. Intellectual Property in the App
6.1. We retain all right, title, copyright, patent, trademark, trade secret and all other proprietary interests to the App (and related documentation) and any modifications or derivatives thereof.
7. App Availability
7.1. You agree to Us modifying the App(including its functionality, data formats and other matters) and from time to time, so long as any such modifications do not substantially impact upon Your ability to continue to use the App in the manner contemplated by this Agreement.
7.2. We may suspend access to and use of the whole or any part of the App, where we have a reasonable basis to believe that:(a) there is a detected or suspected denial of service attack or other attack on the App (or other event that we determine, in our reasonable discretion, may create a risk to the App, or to You, an Authorised User or other third party, if the App was not suspended); (b) You are in breach of this Agreement; or (c) access to or use of the App is prohibited bylaw in a relevant jurisdiction, or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons,(collectively, App Suspension).
7.3. We will use reasonable efforts to ensure that the period of suspension is limited to the extent that is required to specifically address such issue or non-compliance and only for such periodas the issue or non- compliance persists.
7.4. We provide the App on an “as is” and “as available” basis. In particular, we disclaim all other warranties and representations of any kind, whether express or implied, with respect to this Agreement, or the App including, without limitation, that the App is error-free or that the App will be continuously available, or any implied warranties of merchantability and fitness for a particular purpose, in each case to the extent permitted by law. Our liability in relation to any warranty or condition implied into this Agreement by law which cannot be excluded, is limited to one or more of the following at our option: (a) in the case of goods, the replacement or repair of the goods or payment of the cost of having the goods replaced; or (b) in the case of services, the supply of the services again or payment of the cost of having the services supplied again.
8. Termination
8.1. We may terminate a User’s account at any time with or without Empiric, including (but not limited to) circumstances where You: (a) breach this Agreement; or (b) in our reasonable opinion, are, or likely to become, insolvent.
8.2. On expiry or termination of this Agreement You acknowledge that Your rights to access and use the App will cease.
8.3. Termination or expiry of this Agreement will not affect any accrued rights or remedies either party may have.
9. Limitation of Liability
9.1. In no event shall Empiric, its subsidiaries, officers or employees be responsible or liable in relation to the information or documents uploaded by You or Your representatives on the App including information or documents created by third parties.
9.2. You represent and warrant to Empiric that You have the required authority and permission to upload such information and documents onto the App and that You are not in breach of any intellectual property rights or confidentiality obligations in respect of the information and documents uploaded onto the App. You indemnify and hold Empiric, and its parent, subsidiaries, affiliates, officers, directors, agents, and employees, representatives, shareholders, servants, attorneys, predecessors, successors and assigns Empiric harmless from any claim by third parties in respect of the information or documents uploaded by You onto the App including but not limited to any claims for breach of intellectual property or breach of confidentiality.
9.3. You are solely responsible for ensuring that the App: (a) is suitable and adequate for Your requirements; and (b) complies with all laws and regulations applicable to You and Your organization.
9.4. You agree to indemnify and hold Empiric harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your (or an Authorised User’s) breach of this User Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
9.5. You represent and warrant that: (a) You are at least 18 years of age and that youpossess legal right and ability to enter into these Terms and Conditions; (b) all of the information provided by You during the registration process is true and accurate and correct.
9.6. Except as expressly set forth in these Terms and Conditions and to the maximum extent permitted by law, Empiric hereby expressly disclaims all express and implied warranties in relation to the App. To the extent permitted by law, Empiric does not warrant, guarantee or make any representations or warranties whatsoever, express or implied, or assume any liability to You regarding: (a) the use or the results of the use of the App; or (b) system performance and effects on or damages to software and hardware in connection with any use of the App.
9.7. Except for liability arising under or in relation to clauses 9.10 of this Agreement: (a) neither party shall be liable for any indirect or consequential loss, lost data or lost profits, or costs of procuring substitute goods, software or services, however arising, even if it has been advised of the possibility of such damages; and (b) the liability of each of You and us for damages in relation to this Agreement whether in contract, tort (including without limitation negligence), statute or otherwise, for all claims in the aggregate shall be limited to the Fees actually paid to us in the twelve (12)months immediately preceding the act or omission most closely linked with the most recent claim.
9.8. The Competition and Consumer Act 2010(Cth) guarantees certain conditions, warranties and undertakings, and gives You other legal rights, in relation to the quality and fitness for purpose of consumer goods or services sold in Australia. These guarantees cannot be modified nor excluded by any contract. Nothing in these Terms and Conditions purports to modify or exclude the conditions, warranties, guarantees and undertakings, and other legal rights, under the Competition and Consumer Act 2010 (Cth) and other laws which cannot be modified or excluded.
9.9. Except as expressly set out in this Agreement and the Competition and Consumer Act 2010 (Cth), Empiric makes no warranties or other representations under these Terms and Conditions. Empiric’s liability in respect of these warranties, representations, undertakings and guarantees is limited to the fullest extent permitted by law.
9.10. You indemnify Us against any amount we are finally ordered to pay to a third party by a court of competent jurisdiction (or settlement agreed by You)which arises from a claim alleging that our use of the any material or information provided by You or an Authorised User to us under this Agreement or the relevant Terms and Conditions (inclusive of the User Data) infringes the Intellectual Property Rights or other rights of that third party.
10. Confidentiality& Privacy
10.1. Empiric will use reasonable precautions to maintain the confidentiality of the information You have provided to Empiric and information you have created, input or developed in connection with Your use of the App, but You hereby acknowledge and agree that there can be no assurance that any information provided by You through the App, or any communication through email will remain secure.
10.2. All personal information collected by Empiric will be collected, held, disclosed or otherwise used in accordance with Empiric’s Privacy Policy.
11. General
11.1. Except as explicitly stated otherwise, any notices shall be given to Empiric by email via submitting a contact form on our website and to You by email to the email address you provide to Us during the registration process (in Your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Empiric during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
11.2. Nothing in this Agreement will deem You, or any person engaged by You, as our employee, servant or agent.
11.3. You will comply with all laws and restrictions and regulations of any relevant government or regulatory body in the access to and use of the App.
11.4. This Agreement is governed by and must be construed in accordance with the laws of the State of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters or things arising out of this Agreement.
11.5. If any provision of this User Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions, together with a valid, enforceable replacement provision, shall be enforced.
11.6. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure by a party to exercise any right under this Agreement shall not operate as a waiver of such party's right to exercise such right or any other right in the future.
11.7. Our Privacy Policy is incorporated into this Agreement by reference.
Last updated: 5 October 2024
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