Last Updated: 28 August 2019
This agreement sets out the terms and conditions (together with any applicable Special Terms, the “Terms and Conditions”), under which Mapi Research Trust, a French non-profit organization, with a business address at 27 rue de la Villette, 69003 Lyon, France, SIREN Number 453 979 346 00021 (“MRT”) agrees to permit access to the MRT Website and to provide Services to Clients.
By accessing the MRT Website and/or availing of the Services, Client acknowledges that it has read and understood these Terms and Conditions and agrees that such access and/or use of the Services is governed by these Terms and Conditions.
In these Terms and Conditions:
“Affiliate” means, for the purposes of this Agreement only, (a) any entity, which controls, is controlled by, or is under common control with a Party. In this context “control” shall mean (i) ownership by one entity, directly or indirectly, of at least fifty percent (50%) of the voting stock of another entity; (ii) power of one entity to direct the management or policies of another entity by contract or otherwise; or (iii) both entities to be directly or indirectly owned by the same party; or (iv) any other relationship between a party and an entity which both Client and MRT have agreed in writing may be considered an “Affiliate” of a Party; and/or (b) for MRT, any member of the ICON Group.
“Authorized Clients” means those employees and agents of Client who are authorized to access the MRT Website and/or the Services via Client’s Client Account.
“Confidential Information” has the meaning given to it in Section 4.2.
“ICON Group” means ICON Clinical Research Limited and its Affiliates.
“MRT Website” means eProvide™ (https://eprovide.mapi-trust.org/).
“Services” means the PROQOLID™, PROLABELS™, and PROINSIGHT™ databases (collectively, the “Databases”), the information support service, PROVIDE™ (“PROVIDE™”), the Clinical Outcome Assessment Repository (“COAR”) and any other current and/or future services and/or products accessed by a Client via the MRT Website.
“Special Terms” means any additional terms and conditions agreed in writing between MRT and Client in relation to the MRT Website and/or the Services.
“Term” has the meaning given to it in Section 10.1.
“Client” means any natural or legal person (including its employees, agents, contractors, and affiliates, as applicable), who accesses the MRT Website and/or uses the Services.
1.1 Subject to
a) Client’s compliance with these Terms and Conditions and,
b) Client’s payment of any applicable Services fees,
MRT grants to Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and make personal and non-commercial use of the Services for research purposes only. This grant of rights does not include (a) any resale or commercial use of any Service or its contents; (b) any derivative use of any Service or its contents or right to create derivatives; or (c) any downloading, copying, or other use of account information for the benefit of any third party. All rights not expressly granted to Client in these Terms and Conditions and any applicable special terms are expressly reserved by MRT.
1.2 MRT represents and warrants that it has the right and authority to make the Services available to Client in accordance with these Terms and Conditions.
2.1 To access the Services, Client shall create a “Client Account”, also called “My ePROVIDE” on the MRT Website. Client shall ensure that the information provided to MRT when registering a Client Account is valid and, should such information change after the creation of the Client Account, Client shall update such information accordingly. In the event Client fails to comply with these Terms and Conditions, MRT reserves the right at any time and in its sole discretion to refuse access to the MRT Website, to terminate a Client Account, to remove or edit content, or to cancel orders.
2.2 Client shall be responsible for maintaining the confidentiality of its account and password and for restricting access to its computer. Client accepts responsibility for all activities that occur under its account or password. In the event of loss or theft of the password of the Account Administrator or an Authorized Client (each as defined in Section 2.3), Client shall reset its password. In the event of a password theft, including but not limited to hacking or hacking attempt of Client Account, Client shall immediately notify MRT and MRT shall be entitled to take such action as it deems reasonably necessary to prevent and/or mitigate the impact of such incident (including, without limitation, restricting access to the Client Account). Client shall not be liable for charges incurred on such password subsequent to MRT's receipt of such notice. MRT reserves the right to change any password at any time as it deems necessary.
2.3 To the extent applicable, notably for companies, institutions or other organizations that need multiple Clients on the same Client Account, MRT requires the designation of a main contact person or “Account Administrator” of such Client Account, who will remain the only contact with MRT and will be responsible for (i) the assignment of access to the Client Account to Authorized Clients; (ii) the management of the Client Account, including without limitation the management of the requests, subscriptions and orders, and (iii) the monitoring of the collaborative space used by Authorized Clients under the Client Account.
2.4 Client shall (i) ensure that password(s) and any documentation or data received from MRT are used only by the Authorized Clients; (ii) not, and ensure that Authorized Clients do not, transfer, by any means whatsoever, any data or documentation received from the Databases (or copies thereof), to any person, organization or institution other than Authorized Clients; (iii) not sell, exchange, barter, or transfer, rent, lease, loan, resell for profit, distribute or in any other manner commercially exploit any data or documentation received from MRT; and (iv) not obscure copyright notices contained on data or documentation received from MRT.
2.5 MRT agrees to use reasonable efforts to maintain the MRT Website and the server free of viruses and other harmful components. MRT gives no warranty that the MRT Website and/or the Databases shall be available, uninterrupted or error free at all times. MRT shall have no liability for issues resulting from events or circumstances outside the reasonable control of MRT that may impact the performance, function, or use of the MRT Website and/or the Databases, and/or any Client or Authorized Client’s experience. Such issues include (but are not limited to) issues that may impact the MRT Website’s and/or the Databases’ functions and features, slowdown or loss of internet connectivity causing a disconnection to the server, firewall and proxy difficulties that prevent connection to the server, a Client or Authorized Client’s computer hardware malfunctions, software on a Client or Authorized Client’s computer that interferes with operation of the MRT Website and/or the Databases, simple Client error, or interruptions caused by third party hardware or software outside the reasonable control of MRT.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, THE MRT WEBSITE AND THE DATABASES ARE PROVIDED “AS-IS” AND CLIENT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN RELATION THERETO OR THEIR USE BY CLIENT OR ANY AUTHORIZED CLIENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
3.1 In consideration of access to the MRT Website and/or provision of the Services, Client shall pay the applicable fee(s) set forth on the MRT Website and/or the Special Terms.
3.2 (a) Client may pay the fees by cheque, bank transfer or debit/credit card. Access to the MRT Website and/or the Services will only start upon receipt of full payment of the fees to MRT, unless otherwise agreed upon in writing by the parties.
(b) If Client pays by credit card, Client authorizes MRT to charge Client’s credit card or bank account for all fees payable for the Services chosen by Client.
(c) If Client pays by bank transfer or by cheque, MRT will invoice Client upon receipt of Client’s formal request for Services (e.g., order directly made on MRT Website or proposal/agreement duly signed by Client). The Client undertakes to pay the amounts due within a period of thirty (30) days from the date indicated on the invoice. Monies outstanding on the due date will be subject to interest at five percent (5%) per year or part thereof for which the payment is overdue.
3.3 The fees for the Services do not include any element of Value Added Tax or similar tax, which will be added to invoices, as appropriate. The Value Added Tax (“VAT”) number of Clients (other than natural persons) established in the European Union (“E.U.”) shall be provided to MRT on the relevant subscription form. If any E.U. Client does not provide its VAT number on the subscription form MRT will automatically apply and invoice to Client the then applicable rate of French VAT (currently, 20%).
3.4 MRT fees are stated in EURO. If Client orders Services on the MRT Website and requests payment in US Dollars, Client will be charged in US Dollars at the exchange rate as of the date of its order.
4.1 Each party (the “Discloser”) may disclose Confidential Information (as defined below) to the other Party (the “Recipient”) in relation to or in connection with the Services. All such Confidential Information shall remain the property of the Discloser and nothing in these Terms and Conditions shall be construed as granting to the Recipient any license and/or other rights with respect to the Confidential Information of the Discloser or any part thereof, except as provided for in these Terms and Conditions. The Recipient agrees that any such Confidential Information disclosed to it will only be used in connection with the legitimate purposes of these Terms and Conditions. The Recipient shall be entitled to disclose Confidential Information only to those employees, agents, officers, affiliates, contractors and third parties (excluding any competitors of the Discloser) who have a need to know it and are obligated to keep same in confidence, and safeguard it with all reasonable care.
4.2 In these Terms and Conditions, “Confidential Information” shall mean any and all information in whatever form, which the parties obtained, supplied, received or deduced directly from information supplied by the other party, including any trade secrets, confidential information (either its own or that of its client(s)) ideas, inventions or research and development information, matters of a technical nature (including technology, notes, products, know-how, engineering or other data), specifications, processes, techniques, formulae or works-in-process, manufacturing, planning or marketing procedures, strategies or information, accounting, financial or pricing procedures or information, budgets or projections, or personnel or salary structure/compensation information; lists or information regarding suppliers, clients, customers, employees, contractors, investors or investigators of the Discloser and/or any of its subsidiaries, subdivisions, parent companies or affiliates, information which has been designated in writing as confidential by the Discloser and/or any of its affiliates, programs, procedures (including operating procedures), processes, methods, guidelines, policies, proposals or contracts, computer software, data bases or programming and any other information which, if divulged to a third party, could have an adverse impact on the Discloser and/or any of its affiliates, or on any third party to which it or they owe a confidentiality obligation
4.3 In respect of Confidential Information disclosed in relation to the Services, the obligations and rights of confidentiality as set out herein apply during the Term and for a period of five (5) years thereafter and in respect of Confidential Information otherwise disclosed hereunder the obligations and rights of confidentiality as set out herein apply during the Term and for a period of five (5) years thereafter.
4.4 The Recipient is responsible for ensuring its servants or agents, or any other persons or parties who receive Confidential Information through it, are bound to terms substantially similar to those set out in these Terms and Conditions.
4.5 The confidentiality obligations of the Recipient in Sections 4.1 to 4.4 do not extend to Confidential Information or any other information which:
(a) is or becomes generally available to the public otherwise than by reason of a breach by the Recipient of Sections 4.1 to 4.4 above; or
(b) is known to the Recipient and is at its free disposal prior to its receipt from the Discloser as established by written evidence; or
(c) is subsequently disclosed to the Recipient by a third party who the Recipient had no reason to believe was under a duty of confidence to the Discloser.
4.6 Confidential Information may also be disclosed by the Recipient to the extent required by law (including statutory, regulatory, or similar legislative requirements), court orders and similar, provided that the Recipient making the disclosure of the Discloser’s Confidential Information gives the maximum practical advance notice of same to the Discloser.
5.1 All intellectual property included in or made available to Client via the MRT Website and/or any Service, including, but not limited to, content such as text, data, articles, scales, instruments, questionnaires, COAs, guidelines, manuals, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software (the “Content”) is and shall remain the exclusive property of MRT or its clients, as applicable.
5.2 Neither Client nor Authorized Clients may use the MRT Website, Services or the Content in any fashion that infringes the intellectual property rights or proprietary interests of MRT or any third party. For the avoidance of doubt, under no circumstances shall the Client use, or permit the use of, the Content to develop any services that may compete directly or indirectly with the Services. Client shall not, and shall ensure Authorized Clients do not, remove or obscure the copyright notice or other notices contained in the Content.
6.1 If Client subscribes to one or more Databases, Client agrees to only use data or documentation extracted from the Databases for Client’s internal reports or other internal documents. Client shall not, and shall ensure that Authorized Clients do not, use, copy, display, distribute, modify, publish, reproduce, store, transmit, create derivative works from, or sell or license all or any part of the Content, products or services obtained from any data or documentation extracted from the Databases in any form or by any means to any third party without MRT’s prior written consent. For instance, Client may not share, publish, or communicate any data or documentation extracted from the Databases in any external communications, such as congresses and conferences, without MRT’s prior written consent. MRT reserves the right, at its sole discretion, to authorize or not authorize any external use by Client of any data or documentation extracted from the Databases.
6.2 Client is solely responsible for the use by Client or any third party of any information accessed in the Databases.
6.3 Client understands and agrees that PROQOLID only provides information on the COAs. Access provided to PROQOLID does not constitute a license to use any COAs and Clients shall not use or permit the use of such COAs without express permission from the author or copyright holder (as applicable). PROQOLID does not provide copies of the COAs. In some cases, PROQOLID may provide review copies of the COAs. Review copies are sample copies of the COAs provided to the Client or its Authorized Clients for information purposes only and do not allow Client or its Authorized Clients to use this copy in projects, studies, etc. Should the Client wish to use the COA, Client shall contact the author or copyright holder (as applicable) of the COA and comply with the conditions of use of the COA. Client is solely responsible for obtaining any applicable permissions from the author or copyright holder (as applicable) and MRT shall not be liable for any failure by Client to do so.
6.4 As a provider of information, MRT reserves the right at its sole discretion to add or withdraw information and modify or otherwise change the Content.
6.5 Links to Other Sites. The Databases may contain hyperlinks to other sites or resources that are provided solely for Client’s convenience. MRT is not responsible for the availability of external sites or resources linked to the sites, and it does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Because MRT is not responsible for the availability or accuracy of these outside resources or their contents, Client should review the terms and conditions and privacy policies of these linked sites, as their policies may differ from these Terms and Conditions.
6.6 Any Client who subscribes to PROQOLID™ as a student agrees that she/he (i) shall provide to MRT evidence of her/his student status at the time of her/his order; and (ii) shall not have any ties to pharmaceutical companies, Contract Research Organizations or other for profit companies or organizations during the Term. In case of change of her/his status during the Term of the PROQOLID™ subscription during the Term, Client shall promptly inform MRT in writing of such a change and MRT reserves the right to terminate or modify the subscription (including, but not limited to, the right to charge the Client additional fees for continued access to the Database).
Any Client who subscribes to PROQOLID™ as an individual academic or any Client using the PROQOLID™ subscription of a university or a hospital agrees that she/he shall not have any ties to pharmaceutical companies, Contract Research Organizations or other profit companies or organizations during the Term. In case of change of her/his status during the Term, Client shall promptly inform MRT in writing of such a change and MRT reserves the right to terminate or modify the subscription (including, but not limited to, the right to charge the Client additional fees for continued access to the Database).
7.1 If Client subscribes to PROVIDE™ or requests ad-hoc information support services via PROVIDE™, copies of published COAs identified by MRT may be provided to Client upon request and in accordance with the COAs’ copyright holder’s specific requirements. Client shall comply with the conditions of use of each COA (including, without limitation, any requirement in relation to copyright) even if copies of the COA(s)/translation(s) can otherwise be obtained in some literature identified within the context of PROVIDE™.
7.2 A copy of the COA(s) may be provided to Client for review purposes only (review copy), provided that Client does not use, translate, copy, display, distribute, modify, publish, reproduce, store, transmit, create derivative works from, or sell or license such copies without the prior written agreement of the copyright holder of such copies. Client acknowledges and agrees that MRT is not permitted to share some COAs without the author’s and/or copyright holder’s prior written authorization.
7.3 Client agrees that COAs and/or translations are supplied “as is”, and MRT shall not be liable for any use of such COAs and/or translations by the Client. As translations may not have undergone a full linguistic validation methodology, the level of translation for each COA should be verified by Client. MRT shall not be liable for the consequences resulting from the use of the translations that can be obtained from their copyright holder(s) or identified in the literature.
7.4 Client agrees that the annual subscription fee to PROVIDE™, does not include any external expenses, such as, but not limited to: (1) royalty fees for COA copyright holders, (2) fees for articles, (3) developer’s and/or the translation team’s fee for obtaining and/or using the COA and/or its translations, (4) the ordering fee for existing translations from specific distributors, etc., cannot be financed by the prepaid credit package and will be separately invoiced.
8.1 Client acknowledges that Client is at all times solely responsible for all the COAR Content entered by Client in the COAR and for the manner in which Client classifies, processes and uses the COAR Content for the purpose of its business activities.
8.2 Client represents and warrants to MRT that any COAR Content provided by Client does not (a) violate any applicable law or regulation; or (b) infringe any third party rights (including, without limitation, third party intellectual property rights). Any COAR Content provided by Client to MRT shall only be used for the limited purpose of the provision of the Client’s subscription to the COAR and shall not be construed as granting MRT, its subcontractors and/or providers with an intellectual property license to such content.
8.3 For any COAR Content that is owned by a third party, Client represents and warrants to MRT that it has obtained all necessary consents and permission to have such COAR Content uploaded, submitted and stored on the COAR and to disclose such content to MRT, its subcontractors and providers as necessary for the limited purpose of the provision of the Client’s subscription to the COAR.
8.4 Client shall remain fully responsible for removing the COAR Content entered by the Client in a sufficient period of time before the expiration or termination of its subscription to the COAR. If Client wishes to engage MRT to organize the migration of COAR Content upon the expiry of Client’s subscription to COAR, Client shall give not less than three (3) months’ prior written notice to MRT. MRT shall provide a fee quotation for t such migration, and MRT shall have no obligation to complete any such migration unless and until MRT and Client have agreed the terms and timelines for such migration in writing. If Client does not migrate (or engage MRT for the migration of) its COAR Content prior to the termination or expiry of Client’s subscription to the COAR, MRT shall terminate Client’s access to COAR and shall delete all of Client’s COAR Content (Client acknowledges that such deletion is irreversible).
9.1 If Client buys a Manual via the MRT Website, MRT will send it by post to the address specified by Client within fifteen (15) business days upon receipt of the payment from Client. The Manual prices indicated on the MRT Website do not include: (a) shipping costs, which may vary depending on Client’s location; or (b) VAT or other applicable taxes and fees. Under no circumstances shall MRT be liable for any loss or delay in the delivery of any Manual once released by MRT for shipment.
9.2 Returns are acceptable within fifteen (15) days of receipt by the Client of the Manual. The Manual can be mailed with its original invoice to: Mapi Research Trust, 27 rue de la Villette, 69003 Lyon, FRANCE. Refunds will only be accepted by MRT if the Manual is returned intact “as new” by the Client and so that MRT may resell it. Shipping charges are not refundable. The Client will be reimbursed within one (1) month upon receipt of the returned Manual.
9.3 Client acknowledges that (i) the copyright in the Manual is owned by Mapi SAS and (ii) no part of the Manual may be copied, reproduced, stored in any retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Mapi SAS.
10.1 These Terms and Conditions apply from the first date of Client’s registration on the MRT Website and shall, unless terminated earlier pursuant to Section 10.2, expire upon the later of (i) the end date of Client’s subscription to the Databases, (ii) the full performance of the Services by MRT, (iii) the date of closure or termination of Client’s Client Account, or (iv) the date of receipt of last payment due by Client to MRT (the “Term”).
10.2 MRT may, at its sole discretion and at any time, terminate Client’s access to the MRT Website and/or the Services in the event of a breach by Client of these Terms and Conditions. Client may cancel all or any part of the Services by giving not less than thirty (30) days’ prior written notice to MRT. In the event of termination or cancellation under this Section 10.2, Client agrees to pay for any expenses paid, or committed to be paid by MRT, in the performance of its duties in relation to the cancelled part of these Services up until the time of cancellation. In addition, the Client agrees to pay MRT the fees that relate to Services performed up to the effective date of termination or cancellation together with MRT’s reasonable costs and expenses for the orderly wind-down of the Services. These fees will be charged at normal commercial rates in effect on the cancellation date.
11.1 Notwithstanding anything to the contrary suggested or contained in these Terms and Conditions, but in any case excluding personal injury claims; in no event shall Client or MRT be held liable for any special, exemplary, indirect, consequential, punitive or circumstantial damages, such as, but not limited to, business interruption, loss of data, lost profit (whether direct or indirect), loss of activity or loss of opportunity, howsoever arising in relation to these Terms and Conditions, even if such party has been advised, knows or should have known of the possibility of such damages arising out of, or in connection with, any services or performance of their respective obligations under these Terms and Conditions.
11.2 Notwithstanding anything to the contrary suggested or contained in these Terms and Conditions, (but without prejudice to section 11.1) and to the fullest extent permissible under applicable law, but in any case excluding personal injury claims; the maximum aggregate liability of MRT to the Client in contract, tort (including negligence, breach of statutory or other duty), misrepresentation, representation, restitution, delay, failure to perform, claims under the indemnities in these Terms and Conditions or otherwise howsoever arising in relation to these Terms and Conditions shall not exceed the total amount of fees paid by Client to MRT under these Terms and Conditions.
11.3 Client agrees to indemnify, defend and hold harmless MRT, its Affiliates and their respective members, officers, directors, employees and agents (each a “MRT Indemnitee”) from any loss, damage, cost or expense, settlements, fines, disbursements (including reasonable legal fees) (“Loss”) arising from any claim, demand, assessment, action, suit, or proceeding, brought by any third party person, company, or government authority relating to or which arise from (i) Client’s and/or Authorized Client’s use of the MRT Website and/or the Services; and (ii) Client’s and/or Authorized Clients’ negligence or intentional misconduct; and (iii) Client’s and/or Authorized Client’s infringement of any third party rights (including, without limitation, intellectual property rights), provided that if and to the extent such Loss arises from MRT’s negligence or intentional misconduct in the performance of the Services, then the amount of the Loss that Client shall indemnify MRT for shall be reduced by an amount in proportion to the percentage of MRT’s responsibility for such Loss.
13.1 MRT reserves the right to change, modify, add or remove portions of these Terms and Conditions in its sole discretion at any time. Client must check periodically for any modifications at https://eprovide.mapi-trust.org/terms-and-conditions-of-use, and Client’s continued use of the MRT Website following the posting of any changes shall be governed by such modified Terms and Conditions.
13.3 Publicity. Neither party shall use the name of the other for any promotional purposes without the prior written consent of the party whose name is to be used.
13.4 Modification. No modification of these Terms and Conditions shall be deemed effective unless in writing and signed by each of Client and MRT and no waiver of any right or delay in enforcing such right set forth herein shall be deemed effective unless in writing and signed by the party against whom enforcement of the waiver is sought.
13.5 Force Majeure. MRT shall not be liable for any delays or failure in performance or interruption of the MRT Website and/or the Services resulting directly or indirectly from any cause or circumstance beyond its reasonable control.
13.6 Assignment. Client may not assign its rights or delegate its duties under these Terms and Conditions without the prior written consent of MRT. These Terms and Conditions and any amendment thereto shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted assigns.
13.7 Severability. These Terms and Conditions will be enforced to the fullest extent permitted by applicable law. If any provision of these Terms and Conditions is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and modified to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of these Terms and Conditions.
13.8 Survival. Notwithstanding expiration or termination of these Terms and Conditions for any reason, rights and obligations herein which by their nature should survive will remain in full force and effect. In particular (and not by way of limitation), the provisions related to obligations of confidentiality, liability, intellectual property rights, personal data protection law, dispute and applicable law will survive expiration or termination of these Terms and Conditions.
13.9 Dispute & Applicable Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of Switzerland, without regard to conflicts of laws principles. Any dispute arising in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of Basel, Switzerland.