Please read this User Agreement carefully as it contains important information about your legal rights, remedies and obligations. By accessing or using the TrialJourney Platform, you agree to comply with and be bound by this User Agreement.
Last Updated: December 8, 2020
This User Agreement constitutes a legally binding agreement ("Agreement") between you and TrialJourney (as defined below) governing your access to and use of the TrialJourney website, including any subdomains thereof, and any other websites through which TrialJourney makes its services available (collectively, "Site"), any mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "TrialJourney Services"). The Site, Application and TrialJourney Services together are hereinafter collectively referred to as the “TrialJourney Platform”. Any of our policies applicable to your use of the TrialJourney Platform are incorporated by reference into this Agreement.
When these Terms mention “TrialJourney,” “we,” “us,” or “our,” it refers to Empirican Group, Inc., the company you are contracting with.
Any and all payment processing services through or in connection with your use of the TrialJourney Platform are set out in the Payment Policy.
Table of Contents
1.1 The TrialJourney Platform is an online service that enables registered clinical research centers (“Subscribers”), certain third parties who support clinical research centers (“Sponsors”) and organizations that are focused on a specific condition or set of conditions looking to help and educate other people about the condition (“Advocacy Groups”) to publish information about their clinical research activities (“Subscriber Services”) and to communicate with individuals who are searching for information about clinical trials for themselves or on behalf of another individual (“Seekers”), or individuals who want to rate their experience at a given research center (“Raters”). Subscriber Services may include providing the following information: 1) contact information for Seekers to learn more about clinical trials at the Subscriber’s physical site; 2) descriptive information about the research centers research staff, including biographies, pictures or videos; 3) descriptive information about the clinical research center’s experience or clinical research recognition received; or 4) information about the facilities, including locations, patient access and equipment.
1.2 As the provider of the TrialJourney Platform, TrialJourney is an aggregator of clinical research center and clinical trial data derived from publicly available data and data supplied by Subscribers and Sponsors. TrialJourney has full Copyright ownership of the information posted on the Site. Through our service, potential clinical trial participants may contact Subscribers on their own volition, and any and all communication or agreements that may result from discovery on the TrialJourney website is solely between the Seeker and Subscriber and TrialJourney is not and does not become a party to or a participant in any contractual relationship between Seekers and Subscribers. TrialJourney is not acting as an agent in any capacity for any Subscriber, except as specified in the Payment Policy.
1.3 While we may help facilitate the connection of Seekers and Subscribers, TrialJourney has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Subscribers, (ii) the truth or accuracy of any Research Center descriptions, Ratings, Reviews, or other Subscriber Content (as defined below), or (iii) the performance or conduct of any Subscriber. TrialJourney does not endorse any Subscriber or clinical trial. Any such description is not an endorsement, certification or guarantee by TrialJourney about any Subscriber or Rater.
1.4 The TrialJourney Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. TrialJourney is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by TrialJourney of such Third-Party Services.
1.5 Due to the nature of the Internet, TrialJourney cannot guarantee the continuous and uninterrupted availability and accessibility of the TrialJourney Platform. TrialJourney may restrict the availability of the TrialJourney Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the TrialJourney Platform. TrialJourney may improve, enhance and modify the TrialJourney Platform and introduce new TrialJourney Services from time to time. TrialJourney will make every effort to minimize any disruption of service in the management and maintenance of the TrialJourney Platform.
2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the TrialJourney Platform or register a TrialJourney Account. By accessing or using the TrialJourney Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
2.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) you are not located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
2.3 TrialJourney may make access to and use of the TrialJourney Platform, or certain areas or features of the TrialJourney Platform, subject to certain conditions or requirements, such as completing a verification process, meeting Rating or Review standards and thresholds.
2.4 The access to or use of certain areas and features of the TrialJourney Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the TrialJourney Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.
TrialJourney reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the TrialJourney Platform and update the “Last Updated” date at the top of these Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the TrialJourney Platform will constitute acceptance of the revised Terms.
4.1 Subscribers and Sponsors must register an account ("TrialJourney Account") to access and use the features of the TrialJourney Platform. If you are registering a TrialJourney Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
4.2 You can register a TrialJourney Account using an email address and creating a password.
4.3 You must provide accurate, current and complete information during the registration process and keep your TrialJourney Account and public TrialJourney Account profile page information up-to-date at all times.
4.4 You may not register more than one (1) TrialJourney Account unless TrialJourney authorizes you to do so. You may not assign or otherwise transfer your TrialJourney Account to another party.
4.5 You are responsible for maintaining the confidentiality and security of your TrialJourney Account credentials and may not disclose your credentials to any third party. You must immediately notify TrialJourney if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your TrialJourney Account. You are liable for any and all activities conducted through your TrialJourney Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
4.6 TrialJourney may enable features that allow you to authorize other individuals or certain third parties to take certain actions that affect your TrialJourney Account. These features do not require that you share your credentials with any other person. No third party is authorized by TrialJourney to ask for your credentials, and you shall not request the credentials of another Subscriber.
5.1 TrialJourney may, at its sole discretion, enable Subscribers to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the TrialJourney Platform ("Subscriber Content"); and (ii) access and view Subscriber Content and any content that TrialJourney itself makes available on or through the TrialJourney Platform, including proprietary TrialJourney content and any content licensed or authorized for use by or through TrialJourney from a third party ("TrialJourney Content" and together with Subscriber Content, "Collective Content").
5.2 The TrialJourney Platform, TrialJourney Content, and Subscriber Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the TrialJourney Platform and TrialJourney Content, including all associated intellectual property rights, are the exclusive property of TrialJourney and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the TrialJourney Platform, TrialJourney Content or Subscriber Content. All trademarks, service marks, logos, trade names, and any other source identifiers of TrialJourney used on or in connection with the TrialJourney Platform and TrialJourney Content are trademarks or registered trademarks of TrialJourney in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the TrialJourney Platform, TrialJourney Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the TrialJourney Platform or Collective Content, except to the extent you are the legal owner of certain Subscriber Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by TrialJourney or its licensors, except for the licenses and rights expressly granted in these Terms.
5.4 Subject to your compliance with these Terms, TrialJourney grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and view any Collective Content made available on or through the TrialJourney Platform and accessible to you, solely for your use.
5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Subscriber Content on or through the TrialJourney Platform, you grant to TrialJourney a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Subscriber Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Subscriber Content to provide and/or promote the TrialJourney Platform, in any media or platform. Unless you provide specific consent, TrialJourney does not claim any ownership rights in any Subscriber Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Subscriber Content.
5.6 You are solely responsible for all Subscriber Content that you make available on or through the TrialJourney Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Subscriber Content that you make available on or through the TrialJourney Platform or you have all rights, licenses, consents and releases that are necessary to grant to TrialJourney the rights in and to such Subscriber Content, as contemplated under these Terms; and (ii) neither the Subscriber Content nor your posting, uploading, publication, submission or transmittal of the Subscriber Content or TrialJourney's use of the Subscriber Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.7 You will not post, upload, publish, submit or transmit any Subscriber Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any TrialJourney policy. TrialJourney may, without prior notice, remove or disable access to any Subscriber Content that TrialJourney finds to be in violation of these Terms or TrialJourney’s then-current Policies, or otherwise may be harmful or objectionable to TrialJourney, its Subscribers, third parties, or property.
5.8 TrialJourney respects copyright law and expects its Subscribers to do the same. If you believe that any content on the TrialJourney Platform infringes copyrights you own, please notify us.
6.1 TrialJourney may charge fees to Subscribers ("Subscriber Fees") and/or Sponsors ("Sponsor Fees") (collectively, "Service Fees") in consideration for the use of the TrialJourney Platform. More information about when Service Fees apply and how they are calculated can be found on our Payment Policy page.
6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Subscriber or Sponsor prior to utilizing any Subscriber Services. TrialJourney reserves the right to change the Service Fees at any time consistent with the Payment Terms then in place between the Subscriber and us, and will provide Subscribers adequate notice of any fee changes before they become effective.
6.3 You are responsible for paying any Service Fees that you owe to TrialJourney, together with any applicable taxes whether or not collected by TrialJourney. Except as otherwise provided on the TrialJourney Platform, Service Fees are non-refundable.
7.1 Only a Rater who has completed our Rater survey (“Survey”) and provided the type of clinical study they participated in and the year of the study, along with their full name and email address (an “Authenticated Reviewer”) can provide a public review (“Review”) and comments on a Subscriber’s or Sponsor’s profile page. A Rater who has answered the first question of the Survey and provided the type of clinical study they participated in and the year of the study (a “Qualified Reviewer”) can leave a Review on the Site and will be identified as a Qualified Reviewer. A Rater who has only answered the first question of the Survey (a “Reviewer”) can leave a Review on the Site and will be identified as a Non-verified Reviewer. Reviews reflect the opinions of individuals providing the Review and do not reflect the opinions of TrialJourney. Reviews are not verified by TrialJourney for accuracy and may be incorrect or misleading. Subscribers and Sponsors are permitted to respond to Reviews posted by Authenticated Reviewer. All Surveys and Reviews provided by any type of Rater shall be subject to the provisions of Section 5.5 of this Agreement. However, we shall have no right to modify the original content of any Survey or Review provided by any type of Reviewed.
7.2 Reviews by Raters must be (i) accurate, (ii) may not contain any offensive or defamatory language, (iii) may not in any way unblind the Rater, (iv) may not contain any information regarding adverse events pertaining to the clinical study they participated in, and (v) are subject to Section 5.7 of this Agreement.
7.3 Raters and Subscribers are prohibited from manipulating the Review system in any manner, such as instructing a third party to write a positive or negative Review.
7.4 By submitting a Survey, Raters attest that they have had an experience with the Subscriber or Sponsor that they have selected and rated.
Who gets it:
Who gets it:
8.1 SUBSCRIPTION TERMS
The TrialJourney Platform is an online service that enables registered clinical research centers (“Subscribers”), certain third parties who support clinical research centers such as pharmaceutical companies or contract research organizations (“Sponsors”) and organizations that are focused on a specific condition or set of conditions looking to help and educate other people about the condition (“Advocacy Groups”) to publish information about their clinical research activities and to communicate with individuals who are searching for information about clinical trials for themselves or on behalf of another individual, or individuals who want to rate their experience at a given research center. The TrialJourney services may include the following information: 1) contact information for Seekers to learn more about clinical trials at the Subscriber’s physical site; 2) descriptive information about the research centers research staff, including biographies, pictures or videos; 3) descriptive information about the clinical research center’s experience or clinical research recognition received; or 4) information about the facilities, including locations, patient access and equipment. The TrialJourney Platform also enables Subscribers, Sponsors, and Advocacy Groups to send customized surveys to gather information from clinical trial participants, employees, or other cohorts.
The subscription for TrialJourney Standard includes the following services and benefits (“Standard Services”):
The subscription plan for TrialJourney Enterprise includes the following services and benefits (“Enterprise Services”):
In addition to the above services, TrialJourney can provide other services which will be designed on an individual basis for the specific Subscriber (“Bundled Services”). The terms and conditions, including development fees and subscription fees, will be based on the content and functionality of the Bundled Services on a case by case basis and will be documented by a separate contract between us and the Subscriber.
Each subscription period for your plan will be based on the subscription period chosen/sold (e.g. annually, bi-annually, quarterly, monthly). You may choose to be billed for the plan annually or in less than annual increments (e.g. monthly or bi-annually), but regardless of your billing cycle, you are responsible for subscription fees for the entire subscription period chosen/sold.
At the end of your current subscription period, your plan will automatically renew for a subscription period equal to your prior subscription period unless you provide TrialJourney with email notice (sent to email@example.com) of your intent not to renew your Plan at least thirty (30) days prior to the end of the then-current subscription period.
To view the specific details of your plan, including pricing information and the end date of your subscription period, contact us at firstname.lastname@example.org.
8.2 BILLING POLICIES, REFUND TERMS
8.3 CHANGES IN FEES
We may change the fees for the services at any time or impose additional fees or charges. Such changes will be effective as of the first billing cycle that occurs more than thirty (30) days after notice of our new fees.
8.4 PAYMENT OF FEES
As an express condition of your use of and access to the services, you agree to pay all fees applicable to your plan, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the services. We will bill the fees due under your plan, which may be paid by check or to the credit card you provide to us during registration (or to a different credit card if you change your payment information). You acknowledge that the amount billed for each renewal period may vary due to changes in your plan, and changes in applicable taxes, and you authorize us to bill you the corresponding amounts. We reserve the right to deactivate your access to the services for failure to pay applicable fees as described in this Agreement. Unless otherwise stated, all fees are stated in U.S. Dollars.
8.5 CREDIT CARD PAYMENTS
You authorize the card issuer to pay any amounts described herein and associated with your plan and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account until you or we, cancel or terminate your plan as provided herein or these amounts are paid in full, whichever is later. You must provide current, complete and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number and expiration date) to keep your account current, complete and accurate, and you must promptly contact TrialJourney if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your TrialJourney username or password). You authorize us to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.
8.6 ACCOUNT CANCELLATION
You may cancel your plan upon 30 days-notice by either calling us and speaking to an authorized account representative or sending an email to email@example.com. For clarity, if you cancel your plan prior to the conclusion of your current subscription period, you will remain responsible for payment for all subscription fees through the conclusion of your current subscription period. If you cancel your plan, you will lose all access, upon the expiration of your current pre-paid period, to the services and any data or information stored in your account.
9.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the TrialJourney Platform. In connection with your use of the TrialJourney Platform, you will not and will not assist or enable others to:
9.2 You acknowledge that TrialJourney has no obligation to monitor the access to or use of the TrialJourney Platform by any Subscriber or to review, disable access to, or edit any Subscriber Content, but has the right to do so to (i) operate, secure and improve the TrialJourney Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Subscribers’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Subscriber Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Subscribers agree to cooperate with and assist TrialJourney in good faith, and to provide TrialJourney with such information and take such actions as may be reasonably requested by TrialJourney with respect to any investigation undertaken by TrialJourney or a representative of TrialJourney regarding the use or abuse of the TrialJourney Platform.
10.1 This Agreement shall be effective for a term of thirty (30) days, at the end of which it will automatically and continuously renew for subsequent terms of thirty (30) until such time when you or TrialJourney terminate the Agreement in accordance with this provision, unless the Payment Terms in place between the Subscriber and us provide otherwise. In that case the terms and conditions of the Payment Terms shall control.
10.2 You may terminate this Agreement at any time by providing us 30-days’ notice by email.
10.3 TrialJourney may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
10.4 TrialJourney may immediately, without notice, terminate this Agreement and/or stop providing access to the TrialJourney Platform if (i) you have materially breached your obligations under these Terms, the Payment Policy, or any of our policies (ii) you have violated applicable laws, regulations or third party rights, or (iii) TrialJourney believes in good faith that such action is reasonably necessary to protect the personal safety or property of TrialJourney, its Subscribers, or third parties.
10.5 In addition, TrialJourney may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payment Policy, our policies, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the TrialJourney Account registration or thereafter, (iv) you have repeatedly received poor Ratings or Reviews or TrialJourney otherwise becomes aware of or has received complaints about your performance or conduct, or (v) TrialJourney believes in good faith that such action is reasonably necessary to protect the personal safety or property of TrialJourney, its Subscribers, or third parties, or to prevent fraud or other illegal activity:
In case of non-material breaches and where appropriate, you will be given notice of any intended measure by TrialJourney and an opportunity to resolve the issue to TrialJourney's reasonable satisfaction.
10.6 When this Agreement has been terminated, at our discretion you may not be entitled to a restoration of your TrialJourney Account or any of your Subscriber Content. If your access to or use of the TrialJourney Platform has been limited or your TrialJourney Account has been suspended or this Agreement has been terminated by us, you may not register a new TrialJourney Account or access and use the TrialJourney Platform through a TrialJourney Account of another Subscriber.
10.7 If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
If you choose to use the TrialJourney Platform or Collective Content, you do so voluntarily and at your sole risk. The TrialJourney Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the TrialJourney Services, laws, rules, or regulations and/or Subscriber Services you are receiving.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
Unless your Country of Residence is in the EU, you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the TrialJourney Platform and Collective Content, or any other interaction you have with other Subscribers whether online remains with you. Neither TrialJourney nor any other party involved in creating, producing, or delivering the TrialJourney Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the TrialJourney Platform or Collective Content, (iii) from any communications, interactions or meetings with other Subscribers or other persons with whom you communicate, interact or meet with as a result of your use of the TrialJourney Platform, or (iv) from your publishing of Subscriber Content, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not TrialJourney has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will TrialJourney’s aggregate liability arising out of or in connection with these Terms and your use of the TrialJourney Platform including, but not limited to, from your publishing of any Subscriber Content via the TrialJourney Platform, or from the use of or inability to use the TrialJourney Platform or Collective Content exceed the amounts you have paid or owe for Subscriber Services via the TrialJourney Platform in the twelve (12) month period prior to the event giving rise to the liability. The limitations of damages set forth above are fundamental elements of the basis of the bargain between TrialJourney and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
You agree to release, defend (at TrialJourney’s option), indemnify, and hold TrialJourney and its affiliates and subsidiaries, including but not limited to, TrialJourney, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the TrialJourney Platform or any TrialJourney Services, (iii) your interaction with any Subscriber, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use, and (v) your breach of any laws, regulations or third party rights.
14.1 Agreement to Arbitrate. You and TrialJourney mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the TrialJourney Platform, or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and TrialJourney agree that the arbitrator will decide that issue.
14.2 Exceptions to Arbitration Agreement. You and TrialJourney each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
14.3 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
14.4 Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, TrialJourney agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in Erie County, New York; (c) in any other location to which you and TrialJourney both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
14.5 Modification of AAA Rules - Attorney’s Fees and Costs. You and TrialJourney agree that TrialJourney will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, TrialJourney agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules, to recover attorneys’ fees and expenses if it prevails in arbitration.
14.6 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
14.7 Jury Trial Waiver. You and TrialJourney acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
14.8 No Class Actions or Representative Proceedings. You and TrialJourney acknowledge and agree that we are each waiving the right to participate as a plaintiff or class Subscriber in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and TrialJourney both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
14.9 Severability. Except as provided in Section 19.8, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
14.10 Survival. This Section 19 will survive any termination of these Terms and will continue to apply even if you stop using the TrialJourney Platform or terminate your TrialJourney Account.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the TrialJourney Platform (“Feedback“). You may submit Feedback by emailing us, through the contact section of the TrialJourney Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
If your Country of Residence is the United States, these Terms will be interpreted in accordance with the laws of the State of New York and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 19 must be brought in state or federal court in Buffalo, New York, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Buffalo, New York.
17.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between TrialJourney and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between TrialJourney and you in relation to the access to and use of the TrialJourney Platform.
17.2 No joint venture, partnership, employment, or agency relationship exists between you and TrialJourney as a result of this Agreement or your use of the TrialJourney Platform.
17.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
17.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
17.5 TrialJourney’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
17.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without TrialJourney's prior written consent. TrialJourney may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
17.7 Unless specified otherwise, any notices or other communications to Subscribers permitted or required under this Agreement, will be provided electronically and given by TrialJourney via email, TrialJourney Platform notification, or messaging service (including SMS).
17.8 If you have any questions about these Terms please email us at: firstname.lastname@example.org.