These Terms do not apply to your access to and use of the products and services which we market for patient recruitment or subscription on our Website (“Services”). The practices and policies, including how we protect, collect and use electronic data, text, messages, communications or other materials submitted to and stored within the Services by you (“Service Data”) are detailed in and governed by our Master Services Agreement or Customer Agreement including respective SOW and POs, or such other applicable agreement between you and Citruslabs relating to your access to and use of such Services (“Service Agreement”).
1. Changes to Terms. These Terms, or any part thereof, may be modified by us, including the addition or removal of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your use of the website after such posting shall be deemed to constitute acceptance by you of such modifications, additions or deletions.
2. Changes to the website. We may change or discontinue any aspect, service, or feature of the website at any time, including, but not limited to, content, availability, and equipment needed for access or use.
3.1. Modifications. We reserve the right, at any time, to modify, suspend or discontinue the Company Properties (in whole or in part) with or without notice to you. You agree that neither Citruslabs nor its licensors or suppliers will be liable to you or to any third party for any modification, suspension or discontinuation of the Company Properties or any part thereof. You agree that you will not be entitled to any refund or rebate for such suspensions. Citruslabs does not offer any specific uptime guarantee for the Company Properties.
3.2. Updates. Citruslabs may from time to time develop patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Company Properties (“Updates”). These Updates may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to terminate your Account (defined in your Customer Agreement - Terms & Conditions). You may need to update third-party software from time to time in order to use Company Properties.
3.3. Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Company Properties or any portion of Company Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form) of Company; (c) you shall not use any metatags or other “hidden text” using Company’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Company Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Company Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Company Properties; (i) interfere or attempt to interfere with the proper functioning of Company Properties or connect to or use Company Properties in any way not expressly permitted by the Terms; (j) use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through Company Properties or that is in transit from or to Company Properties, including but not limited to, any software that reads areas of RAM or streams of network traffic used by Company Properties; (k) intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or Company Properties, whether through the use of a network analyzer, packet sniffer or other device; (l) make any automated use of Company Properties, or take any action that imposes or may impose (in Citruslabs’ sole discretion) any unreasonable or disproportionately large load on the infrastructure for Company Properties; (m) use, facilitate, crate, or maintain any unauthorized connection to Company Properties, including, but not limited to: (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of Company Properties; or (ii) any connection using programs, tools, or software not expressly approved by Company; (n) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide Company properties, or to obtain any information from Company Properties; (o) solicit or attempt to solicit personal information from other Users of Company Properties; (p) register for more than one Account or register for an Account on behalf of an individual other than yourself; or (q) advocate, encourage or assist any third party in doing any of the foregoing activities in this section. Any future release, update or other addition to Company Properties shall be subject to the Terms. Company, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of Company Properties terminates the licenses granted by Company pursuant to the Terms.
3.4. Third-Party Materials, Products and Links. As part of the Website, you may have access to materials that are hosted by another party. The Website may also contain links to other Websites that are owned and/or operated by third parties. Such websites and materials are not under our control. We provide these links and materials only as a convenience and we do not review, approve, monitor, endorse, warrant, or make any representations with respect to such websites and materials. You agree that it is impossible for Citruslabs to monitor such materials and websites and that you access these materials and websites at your own risk. We are not responsible for such websites’ or materials’ content or for any link(s) they may contain. You may also have the opportunity to access third-party products and services via Citruslabs. You decide whether and which third-party products and services you want to include. You consent and authorize this integration and can revoke it at any time. You acknowledge and agree that Citruslabs makes no representation or warranty about the safety of any third-party products or services. Accordingly, Citruslabs is not responsible for your use of any third-party product or service or any personal injury, death, property damage or other harm or losses arising from or relating to your use of any third-party products or services. You should contact the third party with any questions about their third-party products and services.
5. Feedback. All information, ideas, suggestions, or other communications you submit or provide to us will be non-confidential and non-proprietary (“Feedback”). Accordingly, do not submit or provide Citruslabs with any information you consider confidential or proprietary. Unless you and Citruslabs agree otherwise in a written agreement, Citruslabs will be entitled to use, disclose or distribute any Feedback for any purpose whatsoever (including commercial purposes) without any obligation to you (monetary or otherwise).
6. User Conduct Guidelines. The following terms apply to your conduct when accessing or using the Website: (a) you agree not to interfere with or disrupt the Website or the servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website; (b) you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Website, use of the Website, or access to the Website; (c) you agree not to engage in any activity that would constitute a criminal offense or give rise to a civil liability; (d) you agree not to impersonate any person or entity, including, but not limited to, Citruslabs or any Citruslabs employee, or falsely state or otherwise misrepresent your affiliation with any person or entity; and (e) you agree not to interfere with any other user’s right to privacy, including by harvesting or collecting personally-identifiable information about users of the website or posting private information about a third party.
7. Responsibility for Content. You acknowledge that all data, including files, materials, text, images, or other content, including Company Properties (“Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Citruslabs, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through Company Properties and that you and other users of Company Properties, and not Citruslabs, are similarly responsible for all Content they make available through Company Properties (“User Content”). You acknowledge that Citruslabs has no obligation to pre-screen content (including, but not limited to User Content), although Citruslabs reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Citruslabs has no obligation to store any of Your Content that you make available on Company Properties. We have no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving the use of Company Properties. You are solely responsible for applying the appropriate level of access to Your Content.
8.1. Protected Health Information and HIPAA. You are responsible for maintaining the confidentiality of the laboratory reports and protected health information (PHI) made available through the Citrus Platform and Citruslabs Patient Recruitment Services in accordance with federal, state, and local requirements, including HIPAA. You will maintain appropriate security with regard to all personnel, systems, and administrative processes used by you or members of your workforce to transmit, store and process electronic health information through the use of the Services. You may grant access to records in the Services to healthcare professionals and other workforce members at your organization for the purposes of treatment and operations in accordance with your organization policies and HIPAA. It is your responsibility to revoke access to such workforce members when they are no longer employed by your organization or otherwise should no longer have access to such records. If you are granted access rights to Protected Health Information through the Citrus Platform, you may use such information for educational, treatment and operational purposes; provided that, (i) you may access only information pertaining to individuals with whom you have a treatment relationship; (ii) for whom a provider who has a treatment relationship with the individual has requested a professional consultation from you; (iii) you are an authorized member of the organization workforce working on behalf of the physician or the patient care team; or (iv) you have received authorization from a patient to access and use their health information. You acknowledge and agree that: (i) any and all information provided, transmitted, and/or transferred to us, through the Citrus Platform or by other means, that may be reasonably be understood to be used by us in connection with the Services will be accurate and will comply with HIPAA and the Health Information Technology for Economic and Clinical Health Act (“HITECH”); (ii) you will enter into a business associate agreement (“BAA”) with Citruslabs; and (iii) you are solely responsible for the accuracy of such information and compliance with HIPAA and HITECH with regard to the transmittal and provision of such information. You represent and warrant that you have all rights and authorizations necessary to provide, transmit, and/or transfer any such data that is made available through the Virgo System.
8.2. Compliance with Law. You are solely responsible for ensuring that your use of the Services complies with applicable law, including laws relating to the maintenance of the privacy, security, and confidentiality of patient and other health information, and also does not infringe on anyone's’ right, is offensive, or interferes with the website or any if it’s features. You will not grant any user any rights to access or use of our Services that they would not be allowed to have under applicable laws. We offer no assurance that your use of the Services under the terms of this agreement will not violate any law or regulation applicable to you. Except as otherwise provided in the Terms, we will keep information that you or your authorized workforce input or upload onto the Services private and will not share it with third parties, unless we believe in good faith that disclosure of your information is necessary to (i) comply with a court order, warrant or other legal process, (ii) protect the rights, property or safety of others, (iii) investigate or enforce suspected breaches of this Agreement, or (iv) allow our third-party partners to comply with their obligations under federal or state law
9. Intellectual Property Rights. All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software and computer code (collectively, “Content”), including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the Content present on the website is owned by or licensed to us. Such Content is protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws. Except with respect to Your Content, you agree that Citruslabs and its suppliers own all rights, title and interest in Company Properties (including but not limited to any titles, computer code, themes, objects, dialogue, concepts, artworks, animations, sounds, audiovisual effects, methods of operation, moral rights, documentation). Citruslabs does not claim ownership of Your Content. However, when you submit Your Content, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. You also grant us a fully-paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, and adapt Your Content (in whole or in part) for the purposes of operating and providing Company Properties to you and to our other Users.
Except with our express prior written permission or as permitted by applicable laws, you may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative works of, republish or transmit the website or Content (in whole or in part) in any way or through any medium for distribution, publication or any commercial purpose.
You may display, copy and download Content from the website solely for your personal and non-commercial use provided that: (a) you do not remove any copyright or proprietary notice from the Content; (b) such Content will not be copied or posted on any networked computer or published in any medium; and (c) no modifications are made to such Content.
10. Disclaimer of Warranty; Limitation of Liability.
(A) YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK. CITRUSLABS NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS OR LICENSORS DO NOT WARRANT THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE, NOR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE WEBSITE.
(B) THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.
(C) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL CITRUSLABS, OR ITS FUTURE PARENT OR AFFILIATED COMPANIES, BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE WEBSITE OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE WEBSITE, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE WEBSITE. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF CITRUSLABS OR FUTURE PARENT OR AFFILIATED COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT CITRUSLABS OR FUTURE PARENT OR AFFILIATED COMPANIES ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE WEBSITE OR ANY OTHER THIRD PARTIES.
IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
(D) We disclaim any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. By accessing the website, you acknowledge and agree to our disclaimer of any such liability. If you do not agree, you should not access or use the website.
11. Indemnification. You agree to defend, indemnify and hold harmless Citruslabs, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the website by you. Citruslabs reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you shall provide Citruslabs with such cooperation as is reasonably requested by Citruslabs.
12. International Website Visitors. The website can be accessed from countries around the world and may contain references to products and services that are not available in your country. These references do not imply that Citruslabs intends to provide any product or service offerings in your country. We control and operate the website, the website’s content, and our offering from our facilities in the United States of America. Citruslabs makes no representation that the website, the website’s content, and any of our offerings (including, but not limited to Company Properties) are or will be appropriate or available for use in foreign countries. Those who access or use the website, including our Company Properties from other jurisdictions do so at their own volition and are responsible for compliance with all applicable laws.
14. Termination. We may terminate or suspend these Terms at any time without notice to you. Without limiting the foregoing, we shall have the right to immediately terminate your access to the website in the event of any conduct by you which we, in our sole discretion, consider being unacceptable, or in the event of any breach by you of these Terms.
15. Governing Law. Any and all disputes, claims and controversies arising out of or in connection with your access to, and/or use of the website, and/or the provision of content, services, and/or technology on or through the website shall be governed by and construed exclusively in accordance with the laws and decisions of the State of California applicable to contracts made, entered into and performed entirely therein, without giving effect to its conflict of laws provisions.
16. Miscellaneous. These Terms and any operating rules for the website established by us constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms are for the benefit of Citruslabs, its affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of these Terms will remain binding upon the parties. The section headings used herein are for convenience only and shall not be given any legal import.
17. Contact Information. If you have any questions about these Terms, please contact us here.