eSOCDAT

Terms of Use

SOCAR Research SA ("SOCAR") is the developer and owner of eSOCDAT™, a single-platform, proprietary software System containing a suite of modules (the "eSOCDAT™ System / System") which enables the collection and management of patient and logistic metadata that support the set-up and conduct of clinical research studies. By accessing and using the System, You confirm Your agreement and acceptance of the terms of use and conditions set forth herein (collectively, the "Terms of Use / TOU"). SOCAR reserves the right to modify the TOU at any time without giving you prior notice. Your use of the System following any such modification constitutes your agreement to follow and be bound by the TOU as modified. You may view the current applicable version of the TOU at any time by clicking on the "Terms of Use" link on the System login page.

APPLICABILITY: The TOU provided herein is applicable to all individuals who have received an individual user name and password to access the System. Your access to, and use of the System and any other SOCAR applications, software, services and other content accessible by you through the System (together with the System, the "Authorized Applications"), is subject to, and governed by this TOU. We strongly advise that you carefully read and understand all rights and restrictions explicitly outlined in this TOU.

If You do not wish to follow this TOU, you will not be granted further access to the System.

1. Registration. Use of the System will require You to register. Only authorized individuals who have been invited by an authorized person and/or their company (an "Authority Provider") may access and use the System. Your account is personal to You, is non-transferable, and has been set up for You as an "Authorized User" and representative of Your company. As such, You shall not provide other parties access to Your user passwords or access codes. SOCAR shall not be liable for any loss that You incur as a result of someone else using Your user name or password, either with or without Your knowledge. The access and use rights granted to You under this TOU will terminate immediately if You fail to comply with the terms and conditions in this TOU, or if You are no longer retained by Your company or Your invitation to access the System is revoked or otherwise restricted or suspended by the Authority Provider. SOCAR also has the right, but not the duty, to terminate or suspend Your access to the System or the Authorized Applications, without notice, for any conduct that SOCAR, in its sole reasonable discretion, believes is in violation of any applicable law or is harmful to the interests of Your company, another user, a service provider or SOCAR. You must at all times maintain the confidentiality of all copies of downloaded materials in Your possession or control. Concerning the period following termination of Your access rights, all downloaded materials must be destroyed in a secure manner.

2. Third Party Access. Unless You have been granted express authority in writing by Your company or SOCAR to invite others to access the System, You shall not provide any third parties access to the System. If You have been granted authority to invite others to access the System, You shall be solely responsible for verification of the identity of third parties You invite, including obtaining and maintaining records of signatures for each such individual who will access the Website using an electronic signature. Any such third party access shall be subject to this TOU.

3. Right Grant and Limitations. Subject to this TOU, SOCAR will provide to You a nonexclusive, personal, revocable and non-transferable right to access and use the System, and to access any applications, software, services and other content available on or through the System for which You are authorized by an Authority Provider (together with the Website, the "Authorized Applications"). You agree not to: (a) decompile, disassemble, or reverse engineer any software in the Authorized Applications, (b) copy, distribute, sell, lease, sub-license or transfer any such software or materials contained in the Authorized Applications or (c) alter, modify or create derivative works based on any such software or materials. In addition, You agree that: (d) You shall not misattribute the source of or otherwise falsify the information transmitted through the Authorized Applications; (e) You shall not place false or misleading information on the Authorized Applications; (f) You shall not use or access the Authorized Applications in a manner not expressly permitted by the Authority Provider or SOCAR (g) You shall not input or upload to the Authorized Applications any information which contains viruses or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, the Authorized Applications, or that infringes the intellectual property rights of another; and (h) You may not use or access the Authorized Applications in any way that, in SOCAR's judgment, adversely affects the performance or function of the Authorized Applications or interferes with the ability of authorized parties to access the Authorized Applications. Except as described in this TOU, no other rights or licenses are granted to You concerning access or use of the Authorized Applications.

4. Copyright. SOCAR, its suppliers or the original creator of the material own all copyrights to material on the Authorized Applications and all other intellectual property rights related to the Authorized Applications. SOCAR grants You permission to copy materials to which You have authorized access on the Authorized Applications solely in support of Your use of the Authorized Applications or other SOCAR products. You agree that any copies of material shall retain all copyright and other proprietary notices in the same form and manner as the original. You may not, without SOCAR's permission, "mirror" any material contained on the Authorized Applications or any other server. Except as specified above, nothing contained in the TOU shall be construed as conferring by implication, estoppel or otherwise any license or right under any trademark, patent, copyright, or any other intellectual property right of SOCAR or any third party.

5. Trademarks. SOCAR, the SOCAR and System logos and the products and services described in Authorized Applications are either trademarks, service marks or registered trademarks of SOCAR, in Switzerland and/or other countries and may not be copied, imitated or used, in whole or in part, without the express written permission of SOCAR. All other trademarks, registered trademarks, product names or logos appearing on the Authorized Applications are the property of their respective owners or of SOCAR in Switzerland and/or other countries.

6. Information Provided to SOCAR. To the extent permitted by data protection laws (see Section 9 of this TOU) and to the extent permitted by SOCAR’s agreement with a Sponsor or CRO, You agree that SOCAR and its related companies will have access to Your personal information required to create your System user account. SOCAR will not provide Your personal data for any purpose to any third party except to its own providers (such as subprocessors or subcontractors) subject to restrictions of confidentiality at least equal to those set forth herein. Except as set forth in this TOU, SOCAR shall not be liable for any use or disclosure of any personal information. You bear sole responsibility for maintaining the accuracy of the information You provide to SOCAR utilizing the Authorized Applications, including Your Submissions.

7. Limitation of Liability. (a) SOCAR, their legal representatives as well as agents and assistants shall only be liable for damages caused by (i) grossly negligent or intentional acts; or (ii) culpable breaches of a material contractual obligation – i.e. an obligation the performance of which is required for reaching the purpose of this agreement or, respectively, the breach of which endangers reaching the purpose of this agreement and the compliance with which customer therefore usually may rely on. Any further liability for damages – irrespective of its legal ground – shall be excluded. (b) In case SOCAR is liable according to clause (a)(ii) above for a culpable breach of a material contractual obligation but without acting with gross negligence or intentionally, its liability shall be limited to the damage of customer that was reasonably foreseeable for SOCAR according to their knowledge when entering into this TOU. (c) SOCAR shall not be liable for any indirect damages, consequential damages and loss of profit. (d) The exclusions and limitations of liability as set out above shall not apply to (i) a liability for fraudulent concealment of a defect, (ii) a liability for grossly negligent or intentional acts, (iii) a liability for damages suffered due to fatal and bodily injuries or health impairments which were culpably caused, (iv) a liability for damages due to legal costs in case of default, and (v) a liability due to statutory product liability which cannot be excluded.

8. Governing Law. This TOU shall be governed by and construed in accordance with the laws of Switzerland, Canton du Vaud. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties exclusively submit to the jurisdiction of the courts of Lausanne, Switzerland. YOU EXPRESSLY WAIVE ANY OBJECTION THAT YOU MAY HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE OR TO THE JURISDICTION OF ANY SUCH PROCEEDING. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SYSTEM, AND/OR CONTENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE.

9. Privacy Policy. SOCAR believes strongly in protecting user privacy and providing You notice of SOCAR’s collection and use of data, including Personal Data (as defined under Directive 95/46/EC, and any successor laws governing data protection). SOCAR uses Your personal data to solely provide You access to the Authorized Applications (including the System) where You registered for, access and make use of, the Authorized Applications. As part of Your access and use, SOCAR may share Your personal data with the Authority Provider. Beyond the purpose of providing You access to the Website, SOCAR acts as a processor (as defined under Directive 95/46/EC or, as of May 25, 2018, the General Data Protection Regulation (GDPR) (EU) 2016/679) for and on behalf of your company and/or the Authority Provider. As processor, SOCAR will otherwise use Your personal data only according to instructions from your company and/or the Authority Provider. As such, SOCAR may make use of your personal data to: (1) provide you with notice of updates to this TOU, (2) improve the System or Authorized Applications, (3) prevent or address service issues or provide support for technical problems, (4) respond to our customer’s instructions, or (5) as may be required by law.

Exercise of Your Rights under the GDPR. If you are based in the European Economic Area, the GDPR provides you with data subject rights, namely: the right to be informed, the right of rectification, the right of erasure, the right to restrict processing, the right of data portability, the right to object, and the right of access. To the extent that the System does not provide you with the ability to exercise any of your rights as a data subject under the GDPR, please contact our Data Protection Officer at info@socar.ch. We will communicate your request to exercise your rights under the GDPR to the Authority Provider and promptly act on the Authority Provider’s instructions regarding your request.

10. Compliance with Regulations and Good Clinical Practices. You agree to use the System and its content in strict compliance with all applicable laws, rulings and regulations and in a fashion that does not, in the sole judgment of SOCAR, negatively reflect on the goodwill or reputation of SOCAR. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation. While SOCAR has designed its System and services to adhere to International Conference on Harmonisation (ICH) Good Clinical Practices (GCP) and similar international regulations and guidelines (such as those issued by the EMA and FDA) applicable to electronic clinical research data, each SOCAR customer and their Authorized Users are responsible for ensuring that their use of the software and services comply with all such regulations and practices.

11. Links. ANY LINKS ON THE SYSTEM THAT ALLOW YOU TO ACCESS A THIRD PARTY SITE ARE NOT UNDER THE CONTROL OF SOCAR AND SOCAR IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY THIRD-PARTY LINKED SITE, ANY LINK CONTAINED IN SUCH LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. SOCAR IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK TO A THIRD-PARTY SITE DOES NOT IMPLY ENDORSEMENT BY SOCAR OF THE SITE.

12. Disclaimers. Material, including software, on the Authorized Applications as well as the Authorized Applications is provided "as is", and SOCAR may change the information on the Authorized Applications. As You do not have to remunerate Your access to the Website, SOCAR does not provide any warranty, unless acting wilfully or with gross negligence. SOCAR specifically disclaims any warranties of merchantability or fitness for a particular purpose with respect to the Authorized Applications or any content or material on the Authorized Applications. Unless explicitly confirmed in text form such as may be set forth in SOCAR’s service level agreement with its customers (e.g., a sponsor or CRO), SOCAR makes no warranty that (i) the Authorized Applications will meet Your requirements, (ii) access to the Authorized Applications will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Authorized Applications will be accurate or reliable, or (iv) any errors in the software will be corrected.

General Provisions The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. SOCAR Research therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. SOCAR Research does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

CONTACT If you have any questions concerning the TOU, please contact us at info@socar.ch.