TrialTime Platform Terms of Service Agreement
IMPORTANT — PLEASE READ CAREFULLY. Welcome to the TrialTime platform (the “Platform”), operated by Positive Ignition, Inc. (“Positive Ignition,” “we,” “us,” or “our”). By accessing or using the Platform, the individual or entity using it (“You” or “Your”) agrees to be bound by and to comply with this agreement (the “Agreement”) together with the TrialTime Privacy Policy, which is incorporated into this Agreement by reference and which describes how we handle Your personal information when You use the Platform. Subject to that Privacy Policy and to applicable law, Positive Ignition may use the information You provide through the Platform. We may modify or supplement this Agreement at any time in our sole discretion, and Your continued use of the Platform after any change constitutes acceptance of the revised terms, so You should review this page periodically. If You do not agree with the Platform, its contents, or this Agreement as it may be updated, Your sole and exclusive remedy is to stop using the Platform.
1. Grant of Right to Use the Platform
Positive Ignition grants You a personal, non-exclusive, non-transferable right to access and use the Platform for Your internal business purposes in connection with the services we provide. All rights not expressly granted to You are reserved by Positive Ignition.
2. Content on the Platform
You represent and warrant that You hold all rights, and have obtained all third-party consents, permissions, and licenses, necessary for any content You submit to the Platform or otherwise make available to us through Your use of the Platform (including training records, credentials, curricula vitae, licenses, certifications, and similar materials). You authorize Positive Ignition to access, retrieve, and process that content, and You grant us a limited, worldwide, royalty-free, non-exclusive, assignable license to copy, host, store, record, view, reformat, transmit, display, disclose, and otherwise use that content as needed to operate and provide the Platform and to perform our obligations and exercise our rights under this Agreement. We are not responsible for, and have no obligation to monitor, content originating from third parties (including any viruses or other harmful code). We may, at any time, remove or decline to make available any content, including content that we believe violates this Agreement. We may also access, retain, and disclose content where we reasonably believe doing so is necessary to: (a) comply with any law, regulation, legal process, or governmental request; (b) enforce this Agreement, including investigating suspected violations; (c) detect, prevent, or address fraud, security, or technical issues; (d) respond to support requests; or (e) protect the rights, property, or safety of Positive Ignition, our users, or the public. Our failure to enforce any provision of this Agreement is not a waiver of that provision, and any waiver we grant in one instance does not operate as a continuing waiver or a waiver in any other instance.
3. Confidentiality
You acknowledge that the information, documents, data, records, and submissions found on or residing within the Platform are confidential and proprietary. You agree to keep all such communications, documents, data, records, information, and submissions in strict confidence and not to disclose, publish, or otherwise distribute them to any third party except as authorized in connection with Your permitted use of the Platform.
4. User Accounts
By accessing the Platform, You represent that You have been authorized — by Your organization or by the sponsor or contract research organization (CRO) that has engaged Positive Ignition — to access the specific studies and study sites available to You within the Platform. You are responsible for ensuring that Your credentialing information is accurate and appropriate to Your role in the applicable study or studies, and that You hold all authorizations and permissions required by Your organization to access the Platform. If Your credentials are inaccurate, You agree to notify us promptly at support@trialtime.com. If Your authorization or permission to access or use the Platform is changed or revoked, You must promptly restrict or discontinue Your access and use as directed by Your organization.
If You have the ability to grant access to studies or study sites within the Platform to Your organization’s employees, agents, contractors, or other representatives, then You (and not Positive Ignition) are responsible for confirming that each such user’s credentialing is accurate and appropriate to their role, and that each user holds the necessary authorizations and permissions, before granting access. You are also responsible for modifying or removing access on an ongoing basis as appropriate — for example, promptly updating access when a user’s role changes or their involvement in a study ends. You and Your organization are solely responsible, legally and otherwise, for all acts and omissions of the users to whom You grant access, and for any resulting harm or loss.
If You are granted access to the Platform, You must use a strong, complex password and, where available, enable additional protections such as multi-factor authentication (MFA). You are responsible for maintaining the confidentiality of the password associated with Your account. You agree to: (a) use a strong password combining upper- and lower-case letters, numbers, and special characters; (b) update Your password periodically and avoid reusing prior passwords; and (c) enable MFA where available. Accounts are limited to a single user; sharing an account is not permitted. Any unauthorized use of Your password, including use by anyone other than You, is prohibited. If You become aware of unauthorized use of Your password, You agree to change it immediately and notify us at support@trialtime.com.
You shall not use, or authorize or encourage any third party to use, the Platform in any manner that: (a) is inconsistent with good clinical practice; (b) violates any applicable law, rule, or regulation; (c) in our reasonable judgment is unlawful, threatening, abusive, defamatory, obscene, offensive, fraudulent, or otherwise inappropriate; (d) infringes or misappropriates the rights of any third party, including copyright, trademark, patent, confidentiality, publicity, or other proprietary rights; (e) contains false or misleading indications of origin or statements of fact; (f) prevents others from using the Platform; or (g) redistributes, rebroadcasts, retransmits, reverse-engineers, or otherwise misappropriates the technology or property of Positive Ignition or its affiliates, agents, assignees, or customers. You will not use the Platform for any unlawful purpose, or to interfere with or disrupt other users or the systems, networks, or hosting infrastructure that support the Platform. Prohibited disruptions include, without limitation, distributing unsolicited advertising, phishing, distributing malware, ransomware, spyware, or viruses, hacking, gaining or attempting to gain unauthorized access, redirecting access, denial-of-service activity, and any other cyber-attack or exploitation of system vulnerabilities.
We reserve the right to immediately disable any account we find to be in violation of this Agreement and to take any other action we deem necessary in our sole discretion in response to a violation.
5. Monitoring
We reserve the right to log, review, and otherwise examine usage of, and information stored on or passing through, our networks and systems. We may, but are not obligated to, investigate Your use of the Platform to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.
6. Account Inactivity
Following a period of inactivity, we reserve the right to disable or terminate a user’s account.
7. Intellectual Property Rights
Positive Ignition owns and retains all right, title, and interest in and to the source code, programming, forms, formatting, design, processes, and other intellectual property used to develop and operate the Platform, including all Positive Ignition and TrialTime trademarks, service marks, branding, logos, and domain names. You will not misappropriate, infringe, alter, reverse-engineer, copy, or otherwise take any action that would impair our intellectual property rights.
8. Disclaimer of Warranties
POSITIVE IGNITION DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PLATFORM IS PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY GUARANTEE OR ASSURANCE OF QUALITY, RELIABILITY, AVAILABILITY, OR FUNCTIONALITY. WE DO NOT WARRANT THAT THE PLATFORM OR ITS CONTENTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, YOU ASSUME ALL RISK RELATING TO THE SUITABILITY, USE, AND PERFORMANCE OF THE PLATFORM.
FOR THE AVOIDANCE OF DOUBT, THE PLATFORM IS NOT, AND MUST NOT BE RELIED UPON AS, A SUBSTITUTE FOR ANY REGULATORY RECORDS YOU ARE REQUIRED TO CREATE, MAINTAIN, OR RETAIN UNDER APPLICABLE LAWS OR REGULATIONS. THE INFORMATION CONTAINED IN THE PLATFORM DOES NOT CONSTITUTE A COMPLETE SET OF REGULATION-REQUIRED STUDY RECORDS.
9. Limitation of Liability
NEITHER POSITIVE IGNITION NOR ITS AFFILIATES OR VENDORS WILL BE LIABLE FOR ANY DAMAGES ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM. YOU AGREE THAT YOUR SOLE REMEDY FOR ANY INABILITY TO ACCESS THE PLATFORM, FOR ANY REASON, IS TO REQUEST THAT POSITIVE IGNITION PROVIDE YOU WITH COPIES OF THE APPLICABLE DOCUMENTS AND MATERIALS, AND WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO FULFILL SUCH A REQUEST. IN NO EVENT WILL POSITIVE IGNITION OR ITS AGENTS, AFFILIATES, OR SUPPLIERS BE LIABLE FOR ANY OTHER DAMAGES, INCLUDING LOST REVENUE OR PROFITS, LOSS OF DATA, OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
10. Downtime and Service Suspensions
Your access to and use of the Platform may be suspended during any anticipated or unanticipated, scheduled or unscheduled, downtime, maintenance, system update, malfunction, or other unavailability of any part or all of the Platform for any reason, including power outages, system failures, or other interruptions. We may also, without liability to You, suspend or cancel access to any part or all of the Platform on a system-wide basis at any time: (a) for scheduled downtime to perform maintenance or make modifications; (b) if we determine, in our sole discretion, that a denial-of-service or other attack, or another event, may create a risk to the Platform, to us, to You, or to our other customers if access were not suspended; or (c) if we determine that providing the Platform is prohibited by law, or that suspension is otherwise necessary or prudent for legal or regulatory reasons.
11. Termination; Cancellation
You may cancel Your use of the Platform and/or terminate this Agreement, with or without cause, at any time by providing notice to us at support@trialtime.com, provided that a terminated account may remain active for a period of time before cancellation or deactivation takes effect. We may notify the entity that originally requested Your access of Your request. Upon termination, the account will be disabled and the user may lose access to the account and any files or other content within it, although residual copies of information may remain in our systems. Sections 2, 3, 4, 7, 8, 9, 10, 11, and 13 through 16 survive any termination or cancellation of this Agreement.
12. Changes to the Platform
We reserve the right to modify, change, suspend, or discontinue any or all aspects of the Platform at any time, in our sole discretion, without notice or liability.
13. Governing Law; Venue
This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws provisions, and the state and federal courts located in California will be the exclusive venue and jurisdiction for any dispute arising under this Agreement.
14. Entire Agreement
This Agreement constitutes the entire agreement between You and Positive Ignition regarding its subject matter and supersedes all prior or contemporaneous representations, understandings, agreements, or communications, whether written or oral, regarding that subject matter.
15. Severability
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be construed to most closely reflect the intent of the original language. If such construction is not possible, that provision will be severed and the remainder of this Agreement will remain in full force and effect.
16. Successors and Assigns
This Agreement is binding upon, and inures to the benefit of, Positive Ignition and its successors and assigns. You may not transfer or assign this Agreement or any rights granted under it, but Positive Ignition may assign it without restriction.
Contact: Positive Ignition, Inc. · support@trialtime.com