Terms and Conditions.

Overview.

This website, www.GoPraxis.com, all study websites, and PraxisDirect® (the “Websites”), and all mobile device applications (the “Services”) are being implemented and managed by Praxis Communications, LLC, with principal offices at 268 Main Street, Suite 400, Buffalo, New York 14202 USA (“Praxis”). Your use of these Websites and Services is subject to (A) the Terms and Conditions described herein and (B) the Praxis Privacy Policy (the “Privacy Policy”), which is incorporated into and governed by these Terms and Conditions.

Please read these Terms and Conditions carefully before using these Websites or Services. By using these Websites or Services, you agree to comply with and be bound by these Terms and Conditions. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT USE THESE WEBSITES OR SERVICES. Praxis may, in its sole discretion and without prior notice, (A) revise these Terms and Conditions; (B) modify the Websites or Services, their software (including the patient recruitment management system), and any related services; and (C) discontinue the Websites, the Services, the software, and/ or related services at any time. (However, Praxis will not make changes that allow significant additional uses or disclosures of your personally identifiable information without notice to our Privacy Policy.)

Praxis shall provide notice of material changes to these Terms and Conditions by posting or distributing a notice of such revisions, which shall be effective immediately on posting. You agree to review these Terms and Conditions and the Privacy Policy posted on the Websites and Services periodically to be aware of any revisions. If any future changes to these Terms and Conditions are unacceptable to you or cause you to no longer be in compliance, you must immediately stop using the Websites or Services. You agree that your continuing to use or access the Websites or Services following revision to these Terms and Conditions constitutes your acceptance of any such revisions.

In this Agreement, the following terms have the following meanings unless the context requires otherwise:

“Agreement” means the agreement between you and us created by your accepting these Terms and Conditions for use of the Websites or Services, as amended from time to time in the manner set forth herein; “We, Us, Our” means Praxis and Praxis’ subsidiaries and affiliates; and “You, Your, Yourself” means the person using these Websites or Services, who accepts these Terms and Conditions.

Eligibility.

By using these Websites or Services, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by its Terms and Conditions. The Websites or Services are intended for individuals at least 18 years old. If you are under the age of 18, you are prohibited from using the Websites or Services without parental consent.

Indemnity by User.

You will defend, indemnify, and hold us and our officers, directors, employees, agents, and third parties harmless for any losses, costs, liabilities, or expenses relating to or arising out of your use of these Websites or Services, including without limitation: (A) your breach of this Agreement; (B) any allegation that any materials that you submit to us or transmit using the Websites or Services infringe or otherwise violate the copyright, trademark, trade secret, or other intellectual property or other rights of any third party; and/ or (C) your activities in connection with your use of the Websites or Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Intellectual Property.

All intellectual property rights in and to the Websites and Services are and shall be owned by us (or, by separate agreement, our client) absolutely. Those rights include, but are not limited to, database rights, copyrights, design rights (whether registered or unregistered), patents, trademarks (whether registered or unregistered), and other intellectual and proprietary rights, wherever existing in the world, together with the right to apply for protection of the same. All other trademarks, logos, service marks, and company or product names set forth on the Websites and Services that are not the property of Praxis are the property of their respective owners. You do not acquire any ownership rights by using the Websites or Services or downloading material from or uploading material to the Websites or Services.

Feedback.

All comments, feedback, blog postings, suggestions, ideas, photographs, and other submissions disclosed, submitted, or offered by you in connection with your use of the public areas of the Websites or Services, including without limitation, any modification or derivative works of the Websites or Services (collectively, “Submissions”) will be the exclusive property of Praxis. You agree that unless otherwise prohibited by law or our Privacy Policy, we may use, sell, exploit, disclose, revise, and delete the Submissions in any manner, including any public manner, without restriction, compensation or attribution to you. For clarification, we are not obligated to publish or use the Submissions in any manner. You represent and warrant that, unless expressly noted by you when you make the Submission, all Submissions are your original creations, that you have all rights to them, and that they do not infringe or violate the rights of any party, including without limitation any intellectual property rights or rights of privacy or publicity. You agree that the provisions in this section will survive any termination of this Agreement.

Acceptable Use.

The Websites or Services may only be used for lawful purposes and may not be used to transmit, distribute, store, or destroy material (A) in violation of any applicable law or regulation; (B) in a manner that will infringe the copyright, trademark, trade secret, or other intellectual property rights of others or violate the privacy, publicity, or other personal rights of others; or (C) that is defamatory, obscene, threatening, or abusive.

Privacy.

The information that you provide during your use of the Websites or Services will be stored on computers and/ or servers. You consent to the use of this information tracking your use of these Websites or Services in the manner set forth in our Privacy Policy. You also agree to read, review, and comply with our Privacy Policy. If you are located outside of the United States, please note that the information that you provide is sent to the United States and may be sent to other locations. By providing information, you consent to your data being sent to the United States, and to such other third parties and jurisdictions as may be involved in the provision and operation of the applicable study and this Website.

No Medical Advice and No Endorsement.

The Website and the entire contents available on or through the Websites (including without limitation, material on the study-related websites and related Services) (the “Content”) is provided for informational purposes only. WE ARE NOT A HEALTHCARE PROVIDER AND DO NOT PROVIDE MEDICAL ADVICE NOR DOES PROVISION OR MAINTENANCE OF THE WEBSITE ESTABLISH A DOCTOR-PATIENT RELATIONSHIP OR CONSTITUTE THE PRACTICE OF MEDICINE, NURSING, OR ANY HEALTHCARE PROFESSION. WE DO NOT DIAGNOSE, PRESCRIBE MEDICATION, TREAT, OR GIVE ORDERS NOR DO WE HAVE RESPONSIBILITY FOR OR AUTHORITY OVER YOUR CARE. Any information provided to you by us as a result of your use of the Websites or Services, including in connection with a clinical study, is being provided to you solely for your educational and informational benefit and should not be considered medical advice, diagnosis, or treatment or a substitute for professional medical advice. Your participation is voluntary and you understand and agree that any information communicated to you as a result of your use of the Websites or Services, including in connection with a clinical study, or your participation in a clinical study, is not intended to be, nor implied to be, and you will not use it as, a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. SHOULD YOU REQUIRE MEDICAL ASSISTANCE WHILE USING OR ACCESSING THE WEBSITES OR SERVICES, CALL YOUR DOCTOR OR LOCAL EMERGENCY NUMBER OR PROCEED TO YOUR LOCAL EMERGENCY ROOM. Reliance on the Websites or Services or the Content is at your own risk. We do not recommend, endorse, or warrant any test(s), care, treatment(s), procedure(s), medication(s), physician(s), products, opinions, or other information that may be displayed or referenced on or through the Websites or Services. We encourage that you share any information generated by use of the Websites or Services with your treating healthcare provider.

Sensitive Materials.

The Websites or Services may contain sensitive health or medical related materials, such as information about human anatomy and bodily functions. If you find these materials offensive, do not use the Websites or Services.

Third-Party Links.

These Websites or Services may contain links to third-party websites, materials and services (“third-party materials”). These links are provided solely as a convenience to you and not as an endorsement by us of the contents of any such third-party materials. We are not responsible for the content or functionality of any linked third-party materials and do not make any representations regarding the content, accuracy of materials, functionality, or privacy protection on such third-party materials. If you decide to access linked third-party materials, you do so at your own risk. However, we invite your comments on the accuracy of any linked sites, materials or services.

Security Rules.

You are prohibited from violating or attempting to violate the security of the Websites or Services, including, without limitation, (A) disclosing any confidential or private information you may learn using this Websites or Services, except as expressly authorized by that person or Praxis; (B) accessing data not intended for such use or logging into a server or account that you are not authorized to access; (C) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures; (D) attempting to interfere with service to any user, host, or network, including, without limitation, by submitting a virus, overloading, flooding, spamming, mail bombing, or crashing; or (E) sending unsolicited email, including promotions and/ or advertising of products or services. We reserve the right, at our sole discretion, to immediately terminate access to the Website and/ or any other Content or Service provided if you breach any of these Terms and Conditions or for other good cause. Violations of system or network security may result in civil or criminal liability. We will cooperate with law enforcement authorities in prosecuting Websites or Services users who are involved in such violations.

Access.

You agree not to use the Websites or Services for any commercial purposes, or to download, save, copy, transmit, or distribute the Content except as specifically allowed in this Agreement. We may change, modify, suspend, or discontinue any aspect of the Websites or Services at any time. We may also impose limits on certain features or restrict or prohibit your access to parts or all of the Websites or Services without notice or liability. You agree to be bound by any application, tool, or content specific rules published within the Websites or Services. You expressly agree that the Content may be viewed and accessed only by end users and not by any other website or web publisher. Your use of the Websites or Services is conditioned upon your compliance with this Agreement; any use of the Websites or Services in violation of this Agreement will be regarded as an infringement of our copyrights in and to the Websites and Services. We reserve the right to terminate your access to the Websites or Services without notice if you violate this Agreement or for any reason at our discretion.

Termination.

This Agreement shall become effective when you acknowledge your acceptance of these Terms and Conditions (including by using the Websites or Services or downloading any Content) and, except as to provisions that survive termination, will terminate when your use of the Websites or Services ends, unless sooner terminated as provided herein. We reserve the right, in our sole discretion, to immediately terminate your access to the Website and/ or any other Content or service provided if you breach any of these Terms and Conditions or for other good cause.

Disclaimers.

We provide the Websites and Services on an “as is” basis and give no warranties of any kind, expressed, implied, or statutory, in any communication with Website participants or us or otherwise with respect to the Website. We specifically disclaim any implied warranties of merchantability or fitness for a particular purpose. Further, we do not warrant that your use of the Websites or Services will be secure, uninterrupted, always available, or error-free; or that the Website or the content will be accurate, reliable, complete, current, or timely; or that the Website or the Content complies with any government regulations concerning prescription drug disclosures; or that the Websites or Services will meet your requirements; or that any defects in the Website will be corrected. We disclaim liability for, and no warranty is made with respect to, connectivity and availability. We are not physicians or healthcare providers and the Website and Content do not provide health, medical or surgical care, advice, recommendations, or treatment and are not intended in any way to be a substitute for professional medical advice or to be relied upon for medical diagnosis or treatment. We do not endorse or recommend any particular provider or procedure. The Websites and Services are designed for informational purposes only.

Limitation of Liability.

In no event will we be liable to you or to any other person for any damages, whether direct, indirect, special, incidental or consequential (including, but not limited to, damages for loss of data, loss of programs, cost of procurement of substitute services, or service interruptions, or for physical damages, bodily injury, or emotional distress), arising out of the use of or inability to use the Websites or Services, even if we or our agents or representatives know or have been advised of the possibility of such damages.

Release.

You forever release, discharge, and agree not to sue us from any and all liability, claims, actions, and expenses that may arise in connection with your use of the Website or your interaction with any Content or party through or as a result of the Website. You agree that this section will survive any termination of your account(s), the Website, or this Agreement.

Complaints.

To resolve a complaint regarding the Websites or Services, you should first contact us by emailing legal@gopraxis.com or by calling +1 (716) 249-5105.

Copyright.

These Websites and Services and all information and Content included on these Websites and Services, such as text, graphics, logos, button icons, images, audio clips, video clips, and software, and any compilations of such Content, are the property of Praxis, its assigns, its suppliers, and/ or its disclosed client, and is copyrighted and protected under U.S. and international copyright laws. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance of any content on this Website is strictly prohibited without prior written approval of Praxis Communications, LLC or its assigns.

Waiver and Severability of Terms.

Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid, or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision. In such case, the other provisions of this Agreement shall remain in full force and effect.

By using these Websites or Services, you certify that you have read and agree to be bound by these Terms and Conditions and our Privacy Policy.

Inquiries and Dispute Resolution.

Praxis Communications, LLC has further committed to refer unresolved privacy complaints under the US-EU and US-Swiss Safe Harbor Principles to an independent dispute resolution mechanism, the TRUSTe Feedback and Resolution System. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please contact our US-based third-party dispute resolution provider (free of charge) at https://feedback-form.truste.com/watchdog/request.

You may address any questions, complaints or comments to our IT Director at Praxis Communications, LLC. 268 Main Street, suite 400, Buffalo NY 14202, or fill out the form below. We will immediately investigate the matter of your message.