Effective Date: November 1, 2018
ClinaCase, Inc. (“ClinaCase,” “we,” “our”) offers a variety of team productivity, collaboration, and organizational tools available online, including via a mobile application (collectively, the “Service”), and websites, including but not limited to https://clinacase.com/, wavelength.com, blog.ClinaCase.com, community.ClinaCase.com (the “Websites”). ClinaCase has three different types of users depending on the ClinaCase products used:
1.1 General. To use the Service and Websites you must be, and represent and warrant that you are, at least 13 years of age and competent to agree to these Terms. If ClinaCase has previously prohibited you from accessing or using the Service and Websites, you are not permitted to access or use the Service and Websites.
1.2 Location. These Terms are applicable to Users outside of the United States.
2.1 Account Registration and Confidentiality. To access the Service and Websites, you must register for an ClinaCase account by creating a user name and password. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password. We may assume that any communications we receive under your account have been made by you. If you are a billing owner, an administrator, or if you have confirmed in writing that you have the authority to make decisions on behalf of a Customer (“Account Administrator”), you represent and warrant that you are authorized to make decisions on behalf of the Customer and agree that ClinaCase is entitled to rely on your instructions.
2.2 Unauthorized Account Use. You are responsible for notifying us at terms-questions@ClinaCase.com if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. ClinaCase will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by ClinaCase or a third party due to someone else using your account. In the event that the Account Administrator or Customer loses access to an account or otherwise requests information about an account, ClinaCase reserves the right to request from the Account Administrator or Customer any verification it deems necessary before restoring access to or providing information about such account in its sole discretion.
The Service and Websites are owned and operated by ClinaCase and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by ClinaCase and its partners, as well as other sources, and are protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Service and Websites are also protected as a collective work or compilation under U.S. and global copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and Websites. You acknowledge that the Service and Websites have been developed, compiled, prepared, revised, selected, and arranged by ClinaCase and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of ClinaCase and such others. You agree to notify ClinaCase immediately upon becoming aware of any claim that the Service and Websites infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. Any unauthorized use of any material contained on or through the Service and Websites may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
4.1 User Content and Submissions on the Service. The Service allows you to create tasks and submit associated information, text, files, and other materials (collectively, “User Content”) and to share that User Content with others. User Content submitted or otherwise made available to the Service is subject to the following terms:
4.1.2 Subscriber User Content on the Service. Content submitted to the Service by Subscribers (“Subscriber User Content”) is owned and controlled by the Customer as set forth in the introduction to these Terms and the Customer Agreement, except with respect to Subscriber User Content submitted by students pursuant to a Customer Agreement with an educational institution (“Student Content”). Such Student Content is owned by the student and not the educational institution. ClinaCase maintains a limited, non-exclusive and non-transferrable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display Subscriber User Content for the following limited purposes: (i) to maintain, provide and improve the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Subscriber User Content is in violation of the Customer Agreement or these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process that meets the requirements of the Customer Agreement and our Law Enforcement Guidelines; and (v) as otherwise set forth in our Customer Agreement or as expressly permitted in writing by the Customer.
4.2 Feedback on the Websites. The Websites may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to ClinaCase and share such Feedback with other users, or the public. By submitting Feedback through the Websites, you grant ClinaCase a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose (including in testimonials or other ClinaCase marketing materials and where required to do so by law or in good faith to comply with legal process.). We reserve the right to remove any Feedback posted in public forums for any reason at our sole discretion.
4.3 User Content and Feedback Representations. You acknowledge and agree that you have all required rights to submit User Content and Feedback without violation of any third-party rights. You understand that ClinaCase does not control, and is not responsible for, User Content or Feedback, and that by using the Service and/or Websites, you may be exposed to User Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content and Feedback may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold harmless ClinaCase for all claims resulting from User Content or Feedback you submit through the Service and/or Websites. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.
5.2 Acceptable Use. All Users must comply with the following rules regarding acceptable use of the Service and Websites.
Disruption of the Service. You may not:
Misuse of the Service and Websites. You may not utilize the Service and Websites to carry out, promote or support:
User Content Standards Within the Service and Websites. You may not post any User Content on the Service or Websites that:
Violations of this Section 5. In addition to any other remedies that may be available to us, ClinaCase reserves the right to take any remedial action it deems necessary, including immediately suspending or terminating your account or your access to the Service or Websites, upon notice and without liability for ClinaCase should you fail to abide by the rules in this Section 5 or if, in ClinaCase’s sole discretion, such action is necessary to prevent disruption of the Service or Websites for other users. If you are a Subscriber, ClinaCase reserves the right to notify the Customer’s Account Administrator(s) or other Customer representative(s) of any violations of these Terms.
If we fail to comply with these Terms, we are responsible for loss or damage that you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was an order that was accepted. We also only provide the Service and Websites for your internal use. We have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity based on your use of or reliance on the Service and Websites. We do not exclude or limit in any way our liability to you where it would be unlawful for us to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, for fraud or fraudulent misrepresentation and for breach of your legal rights in relation to the Service and Websites.
The information presented on or through the Service and Websites is made available solely for general information purposes. We do not confirm the accuracy, completeness or usefulness of this information. Any reliance that you place on such information is strictly at your own risk.
You understand that we cannot and do not guarantee that files available for downloading from the Internet or our Service or Websites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Service and Websites for any reconstruction of any lost data.
The Service and Websites may provide (1) information and content provided by third parties; (2) links to third-party websites or resources, such as sellers of goods and services; and (3) third-party products and services for sale directly to you. ClinaCase is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that ClinaCase shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.
ClinaCase reserves the right at any time to modify or discontinue, temporarily or permanently, the Service and Websites (or any part thereof), with or without notice. You agree that ClinaCase shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service and Websites.
Please note that these Terms, and their subject matter and formation, are governed by the laws of Ireland. However, if you are a consumer and resident of any other European country you will benefit from, and if you are a consumer and resident of any country in APAC or the UAE you may benefit from, any mandatory provisions of, and legal rights available to you under, the laws of that country. Nothing in these Terms affects your rights as a consumer to rely on any such local law mandatory provisions and legal rights.
You can contact ClinaCase at dispute-notice@ClinaCase.com if you have any complaints or disputes about the Services. You and ClinaCase shall use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or other form of complaint. If we do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution is pursued, to the extent permitted by applicable law, all controversies, disputes, demands, counts, claims or causes of action between you and ClinaCase arising out of, under, or related to the Services shall be submitted to the exclusive jurisdiction of the courts of Ireland. However, if you are a resident of any other European country, APAC country or the UAE, you may also bring proceedings in that country.
12.1. No waiver. If we fail to insist that you perform any obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations. If we do waive a failure or breach by you, we will only do so in writing and that will not mean that we automatically waive any future failure of breach by you.
12.2. Severability. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
12.3. Miscellaneous. The section titles in these Terms are for convenience only and have no legal or contractual effect.