The following Terms of Use and our Privacy Policy apply when viewing, accessing or using any of the websites owned or controlled by Advarra, Inc., doing business as Advarra, or by any of our subsidiaries or affiliates (collectively, “Advarra”), including, without limitation, www.advarra.com (individually and collectively, the “Site”). The Site is owned by Advarra. Certain webpages or services available through our Site may be subject to separate terms and conditions that are made available in connection with such webpages and services and which will supersede these Terms of Use solely for such webpages and services.

Your access to the Site constitutes your agreement to these Terms of Use. If you do not agree with these Terms of Use, please do not use the Site.

Advarra may modify these Terms of Use from time to time. Any use of or access to the Site after such modification will indicate your agreement to the modified Terms of Use. You should review this page frequently.

For record keeping purposes, Advarra encourages you to print these Terms of Use.

Authority

You certify that: (a) you are at least 18 years of age; (b) if you are using the Site or Advarra’s Center for IRB Intelligence (CIRBI) platform on behalf of a third party, which may include your employer, you are authorized by such third party to act on its behalf; (c) you have read these Terms of Use and agree to be legally bound; and (d) you agree to all rules and policies of Advarra that are published through or linked to the Site, as may be modified and in effect from time to time.

Access to Advarra Technology

You are responsible for obtaining all equipment necessary to access the Site and you acknowledge that accessing the Site, or any portion of the Site, may involve third-party fees (such as internet service provider or airtime charges). You are responsible for all charges associated with connecting you to the Site, including, without limitation, all telephone, equipment, airtime and internet service provider charges.

Intellectual Property

The Site, including the compilation and arrangement of all content, data and other information found within the Site, is owned and operated by Advarra and its licensors and is protected by copyright and other intellectual property laws under United States and international laws and treaties. Any and all trademarks and service marks displayed on the Site are owned by Advarra, its licensors, or their respective third-party owners. Nothing in these Terms of Use grants or transfers to you or any third party any rights or licenses in or to any intellectual property.

You agree not to: (i) reverse engineer, decompile, reverse compile, translate, adapt, or disassemble the Site or any part of it; (ii) copy, distribute, display, transmit or reproduce the Site, or any part of it, in any form, including, but not limited to, fonts, icons, link buttons, and wallpaper; (iii) publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, publicly display or perform, co-brand, frame, permit third parties to link to, or create compilations or derivative works of the Site, or any part thereof; (iv) use the Site in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary right of Advarra or any third party; (v) use the Site to harm minors in any way; (vi) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (vii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Site; (viii) interfere with or disrupt the Site, or any part of it, or servers or networks connected to the Site or any part of it, or disobey any requirements, procedures, policies or regulations for networks connected to the Site; or (ix) collect or store personal data about other users.

You agree not to upload, post, email, transmit or otherwise make available any materials: (a) that are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (c) that are unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; or (d) that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

Disclaimers

Any material downloaded or otherwise obtained by you through the use of the Site is done at your sole discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from the downloading of any such material including, but not limited to, damage caused by viruses. The information and content on the Site is provided for your convenience. We may modify, add to or remove information and content from the Site at any time. We may provide certain resources to you for your convenience, or links to third party sites. These resources and links may be out of date or inaccurate, and Advarra specifically disclaims any duty to update any information or content.

We assume no responsibility for any error, omission, interruption, delay, communications line failure, deletion, defect, delay in operation or transmission, theft or destruction or unauthorized access to, or alteration of the Site. We are not responsible for any problems or technical malfunction of any telephone or cable network or lines, computer systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Site, including any injury or damage to your or to any person’s computer related to or resulting from accessing or using the Site.

THE SITE, ITS CONTENT, AND ALL TEXT, IMAGES, AND OTHER INFORMATION ON, ACCESSIBLE FROM OR AVAILABLE THROUGH THIS SITE ARE PROVIDED ON AN “AS AVAILABLE” AND “AS IS” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ADVARRA DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

ADVARRA DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, CORRECTNESS, TIMELINESS OR USEFULNESS OF ANY INFORMATION, CONTENT, SERVICES, OR OTHER MATERIAL PROVIDED IN OR THROUGH THE SITE OR ON THE INTERNET GENERALLY. YOU EXPRESSLY AGREE THAT USE OF THE SITE AND RELIANCE UPON ANY OF ITS CONTENTS IS AT YOUR SOLE RISK.

ADVARRA WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE UPON ANY CONTENT OR INFORMATION CONTAINED IN OR PROVIDED THROUGH THE SITE.

ADVARRA DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY WEBSITES THAT ARE LINKED TO OUR SITE OR THAT YOU BROWSE AFTER FOLLOWING A LINK FROM OUR SITE.

Limitation of Liability

IN THE EVENT OF ANY PROBLEM WITH THE SITE OR ANY OF ITS CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITE AND SUCH CONTENT. UNDER NO CIRCUMSTANCES SHALL ADVARRA OR OUR CONTRIBUTORS BE LIABLE IN ANY WAY TO YOU OR ANY THIRD PARTY FOR YOUR USE OF THE SITE OR ANY OF ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.

IN NO EVENT SHALL ADVARRA BE LIABLE TO ANY USER OF THE SITE OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE, RELATING TO THE SITE, OR ANY INFORMATION STORED OR MAINTAINED BY ADVARRA, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVARRA HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL OUR LIABILITY RELATING TO THE SITE, HOWEVER ARISING, EXCEED FIVE HUNDRED DOLLARS ($500) AND YOU EXPRESSLY AGREE THAT SUCH AMOUNT SATISFIES THE ESSENTIAL PURPOSE OF ANY REMEDY YOU OR ANYONE MAY HAVE.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification

You agree to indemnify, defend, and hold harmless Advarra, its affiliates, agents, vendors, distributors, licensors and suppliers and their officers, members of Advarra’s Institutional Review Board and Institutional Biosafety Committee, directors, agents, and employees (collectively, “Indemnitees”) from and against all losses, liabilities, claims, expenses, damages, judgments, and costs, including reasonable litigation costs and attorneys’ fees, resulting from (a) any violation of these Terms of Use, (b) any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing your account, or (c) your use of (or inability to use) the Site. You agree to cooperate as fully as reasonably required in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you for which you will remain responsible for indemnifying and holding harmless the Indemnitees.

Termination

Advarra, at its sole discretion, may terminate or suspend your access to and use of the Site (or any part thereof) at any time and for no or any reason whatsoever, including, without limitation, if Advarra believes that you have violated or acted inconsistently with these Terms of Use. If these Terms of Use are terminated, the restrictions regarding intellectual property matters, the representations and warranties, indemnities, and limitations of liabilities set forth herein (as well as any other of your obligations which by their nature should survive termination) will survive termination.

Compliance with Laws

We make no representation that information on the Site is appropriate or available for use outside the United States. Those who choose to access the Site from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Notice for California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please send an email to advarra.admin@advarra.com. You may also contact us by writing to 6940 Columbia Gateway Drive, Suite # 110, Columbia, Maryland 21046 or by calling us at (410) 884-2900. California residents may reach the Consumer Assistance Unit of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Privacy Policy

We realize that you are concerned about how the information you provide online will be used. The Advarra Privacy Policy is available here and is incorporated herein by this reference.

Jurisdiction

These Terms of Use and any dispute of any sort that might arise between you and Advarra shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of law principles and without application of the Uniform Computer Information Transaction Act and the United Nations Convention of Controls for International Sale of Goods. Any action brought to enforce these Terms of Use or matters related to the Site or any content thereon or service provided thereby will be brought in either the state or federal courts in the State of Maryland. You consent to the jurisdiction of such courts and irrevocably waive any objection, including without limitation any objection to the laying of venue or based on the grounds of forum non conveniens. In addition, you expressly waive any right to a jury trial in any legal proceeding against Advarra or its officers, directors, employees, agents or successors.

TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE SITE, THESE TERMS OF SERVICE, OR PRIVACY POLICY WILL BE RESOLVED INDIVIDUALLY IN THE FORUM DESIGNATED IN THIS SECTION, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; AND (2) IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE UNLESS THE RECOVERY IS THE RESULT OF A FRIVOLOUS ACTION.

ANY CLAIM OR CAUSE OF ACTION YOU HAVE WITH RESPECT TO USE OF THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ARISES OR BE FOREVER BARRED.

Advarra Copyright Notice

Pursuant to the Digital Millennium Copyright Act, Advarra has designated the person listed below as its agent to receive notifications of alleged copyright infringement on the Site. If you believe that your work has been copied, used or distributed in a way that constitutes infringement, please provide Advarra’s Agent the following information (the “IP Notice”): (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim has been infringed is located in the Site; (d) your address, telephone number and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the information in your IP Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Advarra’s Agent for transmitting the IP Notice for claims of copyright or other intellectual property infringement can be contacted at:

Chief Information Officer
Advarra, Inc.
6940 Columbia Gateway Drive, Suite # 110
Columbia, Maryland 21046
Telephone: (410) 884-2900
Email Address: dmca@advarra.com

General Provisions

Unless otherwise specified herein, these Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and us with respect to the Site and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Site. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. If Advarra fails to act with respect to a breach by you or others, such failure does not waive our right to act with respect to subsequent or similar breaches. Advarra’s failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. The section headings contained in these Terms of Use are included for convenience only and shall not limit or otherwise affect the terms of these Terms of Use.

A printed version of these Terms of Use and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Updated: March 7, 2018