ClinEco

ClinEco Terms of Service

ClinEco Terms of Service

Welcome, and thank you for your interest in ClinEco, Inc. (“ClinEco,” “we,” or “us”) and our website at www.clineco.io, along with our related websites and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and ClinEco regarding your use of the Service.


PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CHECKING THE BOX INDICATING YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF THESE TERMS OR BY OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING CLINECO’S PRIVACY POLICY AVAILABLE AT https://clineco.io/privacy-policy (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND CLINECO’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY CLINECO AND BY YOU TO BE BOUND BY THESE TERMS.


1. ClinEco Service Overview. ClinEco is a web-based platform and community that connects all the stakeholders of decentralized, hybrid, and conventional clinical trials. The ClinEco platform and marketplace enables accelerated identification of high-value providers and partners and communication with such providers and partners.


2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.


3. Accounts and Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@clineco.io.


4. General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided for in these Terms.


4.1 Price. ClinEco reserves the right to determine pricing for the Service. ClinEco will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information. ClinEco may change the fees for any feature of the Service, including additional fees or charges, if ClinEco gives you advance notice of changes before they apply. ClinEco, at its sole discretion, may make promotional offers with different features and different pricing to any of ClinEco’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.


4.2 Authorization. You authorize ClinEco to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by ClinEco, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then ClinEco may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.


4.3 Subscription Service. The Service may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”). The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize ClinEco or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. For information on the “Subscription Fee”, please see our Subscriptions page https://clineco.io/subscriptions. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service at least 30 days before it renews in order to avoid billing of the next periodic Subscription Fee to your account. ClinEco or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Service by contacting us at support@clineco.io. YOUR CANCELLATION MUST BE RECEIVED AT LEAST 30 DAYS PRIOR TO RENEWAL IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.


4.4 Delinquent Accounts. ClinEco may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then ClinEco reserves the right to delete your account and any information or User Content (defined below) associated with your account without any liability to you.


5. Licenses


5.1 Limited License. Subject to your complete and ongoing compliance with these Terms, ClinEco grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.


5.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.


5.3 Feedback. We respect and appreciate the thoughts and comments from our users If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant ClinEco an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.


5.4 Usage Data. Notwithstanding anything to the contrary in these Terms, ClinEco may collect and compile data about how users use and interact with the Service (“Usage Data”). ClinEco solely owns and retains all rights, title, and interest in and to Usage Data.


6. Ownership; Proprietary Rights. The Service is owned and operated by ClinEco. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by ClinEco (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of ClinEco or its third-party licensors. Except as expressly authorized by ClinEco, you may not make use of the Materials. There are no implied licenses in these Terms and ClinEco reserves all rights to the Materials not granted expressly in these Terms.


7. Third-Party Terms. ClinEco may provide tools through the Service that enable you to export information, including User Content, to third-party services. By using one of these tools, you hereby authorize ClinEco to transfer that information to the applicable third-party service. Third-party services are not under ClinEco’s control, and, to the fullest extent permitted by law, ClinEco is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under ClinEco’s control, and ClinEco is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, ClinEco will have no control over the information that has been shared.


8. Personal Storage


8.1 Generally. Certain features of the Service may permit users to upload, submit, and store (“Upload”) content, including any type of text, data, information, and files (“Uploaded Files”). You retain any copyright and other proprietary rights that you may hold in Uploaded Files that you Upload to the Service, subject to the licenses granted in these Terms. Your ability to Upload content may be limited by the type of subscription purchased and in connection with storage limits.


8.2 Limited License Grant to ClinEco. By Uploading Uploaded Files to or via the Service, you grant ClinEco a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, reproduce, modify for the purpose of formatting for display, and create derivative works as authorized in these Terms, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. If you decide to share Uploaded Files with other users via the Service, the rights granted under this paragraph also include the rights to publicly display, publicly perform (including by means of a digital audio transmission) and distribute your Uploaded Files.


9. Sharing. ClinEco may provide tools through the Service that enable you to share Uploaded Files with other users. By using one of these tools, you hereby authorize ClinEco to transfer Uploaded Files to such other users. Other users are not under ClinEco’s control, and, to the fullest extent permitted by law, ClinEco is not responsible for such user’s use of your Uploaded Files. Please be sure that you are comfortable with the recipient user having unrestricted access to anything you share before you share any Uploaded Files or other information with such users. Once sharing occurs, ClinEco will have no control over anything that has been shared.


10. Posted Content


10.1 Generally. Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Service, including messages, logos and other marks, reviews, photos, video, or audio (including sound or voice recordings and musical recordings embodied in the video or audio) , images, folders, data, text, and any other works of authorship or other works (“Posted Content”). You retain any copyright and other proprietary rights that you may hold in the Posted Content that you Post to the Service, subject to the licenses granted in these Terms.


10.2 Limited License Grant to ClinEco. By Posting Posted Content to or via the Service, you grant ClinEco a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your Posted Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. You agree that, to your knowledge, the Posted Content is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times.


10.3 Specific Rules for Photographs and Images. If you Post a photograph or image to the Service that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty-free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, including the Service, Facebook, Instagram, LinkedIn, and Twitter, but not to promote any third-party product, good, or service. The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product.


10.4 You Must Have Rights to the Content You Post. You must not Post Posted Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that Posted Content, including in all ambient music and underlying musical works embodied in any sound recording


11. User Content


11.1 Generally. This Section applies to all Posted Content and Uploaded Files (collectively, “User Content”). All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Uploaded, Posted, or otherwise used on external services via the Service. You agree to pay all monies owing to any person or entity resulting from Uploading, sharing, or Posting your User Content and from ClinEco’s exercise of the licenses granted in Sections 8 and 10.


11.2 User Content Representations and Warranties. ClinEco disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:


(a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize ClinEco and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by ClinEco, the Service, and these Terms;


(b) your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause ClinEco to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and


(c) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.


11.3 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. ClinEco may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against ClinEco with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, ClinEco does not permit infringing activities on the Service.


11.4 Monitoring Content. ClinEco does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that ClinEco reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time ClinEco chooses to monitor the content, then ClinEco still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). ClinEco may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service.


12. Email Communications. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.


13. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:


13.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;


13.2 harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;


13.3 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;


13.4 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by ClinEco;


13.5 interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;


13.6 interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;


13.7 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, Posting content you know or have reason to believe is false or inaccurate, or accessing any other Service account without permission;


13.8 post reviews to the Service when you have a financial connection to the subject of the review without disclosing such connection, including the fact that a payment or other incentive is being given in exchange for the review;


13.9 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or


13.10 attempt to do any of the acts described in this Section 13 or assist or permit any person in engaging in any of the acts described in this Section 13.


14. Intellectual Property Rights Protection


14.1 Respect of Third-Party Rights. ClinEco respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.


14.2 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:


ClinEco, Inc.

Attn: Legal Department (IP Notification)

250 First Avenue, Suite 300

Needham, MA 02494

Email: ip-infringement@clineco.io


14.3 Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:


(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;


(b) a description of the copyrighted work or other intellectual property right that you claim has been infringed;


(c) a description of the material that you claim is infringing and where it is located on the Service;


(d) your address, telephone number, and email address;


(e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and


(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.


Your Notification of Claimed Infringement may be shared by ClinEco with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to ClinEco making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.


14.4 Repeat Infringers. ClinEco’s policy is to: (a) remove or disable access to material that ClinEco believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. ClinEco may terminate the accounts of users that are determined by ClinEco to be repeat infringers. ClinEco reserves the right, however, to suspend or terminate accounts of users in our sole discretion.


14.5 Counter Notification. If you receive a notification from ClinEco that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide ClinEco with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to ClinEco’s Designated Agent through one of the methods identified in Section 14.2, and include substantially the following information:


(a) your physical or electronic signature;


(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;


(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and


(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which ClinEco may be found, and that you will accept service of process from the person who provided notification under Section 14.2 above or an agent of that person.


A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.


14.6 Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to ClinEco in response to a Notification of Claimed Infringement, then ClinEco will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that ClinEco will replace the removed User Content or cease disabling access to it in 10 business days, and ClinEco will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless ClinEco’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on ClinEco’s system or network.


14.7 False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [ClinEco] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” ClinEco reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.


15. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Service. Except as expressly permitted in this Section 15, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.


16. Term, Termination, and Modification of the Service


16.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 16.2.


16.2 Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, ClinEco may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting customer service at support@clineco.io.


16.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay ClinEco any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 10, 11, 16.3, 17, 18, 19, 17, and 18 will survive. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.


16.4 Modification of the Service. ClinEco reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. ClinEco will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.


17. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify ClinEco, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “ClinEco Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.


18. Disclaimers; No Warranties by ClinEco


18.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. CLINECO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CLINECO DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND CLINECO DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.


18.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR CLINECO ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE CLINECO ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.


18.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 18 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. ClinEco does not disclaim any warranty or other right that ClinEco is prohibited from disclaiming under applicable law.


19. Limitation of Liability


19.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CLINECO ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY CLINECO ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.


19.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE CLINECO ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO CLINECO FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.


19.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 19 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.


20. Miscellaneous


20.1 General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and ClinEco regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.


20.2 Governing Law. These Terms are governed by the laws of the State of Massachusetts without regard to conflict of law principles. You and ClinEco agree that any claim or action arising in connection with these Terms or the Service will be brought exclusively in the state courts and federal courts located within Suffolk County, Massachusetts, and you submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Suffolk County, Massachusetts for the resolution of any lawsuit or court proceeding. We operate the Service from our offices in Massachusetts, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.


20.3 Privacy Policy. Please read the ClinEco Privacy Policy https://clineco.io/privacy-policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The ClinEco Privacy Policy is incorporated by this reference into, and made a part of, these Terms.


20.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.


20.5 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.


20.6 Contact Information. The Service is offered by ClinEco, Inc., located at 250 first Avenue, Suite 300, Needham, MA 02494. You may contact us by sending correspondence to that address or by emailing us at support@clineco.io.


20.7 Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.


20.8 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.


20.9 International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws

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