MEDIDATA COMMUNITY ENGAGE TERMS OF USE

MEDIDATA COMMUNITY ENGAGE TERMS OF USE

These MEDIDATA COMMUNITY ENGAGE TERMS OF USE (the “Terms”) provide You (“You” or “Your”) with notice of the Medidata Community Engage (“MCE”) platform’s Terms of Use. Your access to, use of and participation in MCE, including any successor website or program (“Website”), and any other Medidata Solutions, Inc. (“Medidata”) applications, software, services and other content accessible to You through MCE (together, with MCE, the “Authorized Applications”), is subject to and governed by these Terms.

PLEASE CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS DELINEATED IN THESE TERMS. 

For Your reference, You may print these Terms by using the “Print” option on Your browser. By accessing, using and participating in the Website, You confirm Your agreement to and acceptance of these Terms. Medidata reserves the right to update these Terms at any time with notice to You, and may contact You for that purpose. You may view the current applicable version of these Terms at any time by clicking on the “Terms of Use” link at the bottom of a Website page or the link on Your login page of the Website.

IF YOU DO NOT WISH TO FOLLOW THESE TERMS, DO NOT ACCESS, USE OR PARTICIPATE IN THE WEBSITE.

1. REGISTRATION & PARTICIPATION IN MEDIDATA COMMUNITY ENGAGE.

Use of the Website requires You to register. Only authorized individuals who have been invited by Medidata may access and use the Website. Your account is personal to You and is non-transferable. As such, You shall not provide other parties (including other employees, contractors, subcontractors or affiliates of Your company) access to Your user passwords or access codes. Medidata shall not be liable for any loss that You incur as a result of someone else using Your username or password, either with or without Your knowledge.

2. TERMINATION

Medidata may terminate access and use rights granted to You under these Terms immediately if You fail to comply with these Terms, if You are no longer retained by Your company or if Your invitation to access the Website is revoked or otherwise restricted or suspended. Medidata has the right, but not the duty, to terminate or suspend Your access to the Website or the Authorized Applications, at any time without notice, for any conduct that Medidata, in its sole reasonable discretion, believes is in violation of these Terms or any applicable law or is harmful to the interests of Your company, a user of the Authorized Applications (“User”), a service provider or Medidata. This conduct includes, but is not limited to, inappropriate behavior, posts or communications on the Website or any actual, threatened or suspected breach of You or Your company’s contractual obligations to Medidata. You must at all times keep secure and maintain the confidentiality of all copies of downloaded materials in Your possession or control, including the period following termination of Your access rights.

3. CONFIDENTIALITY

As a result of Your access to, use of and participation in MCE, You may have access to certain information which is confidential and/or proprietary (“Confidential or Proprietary Information”) to Medidata. By accessing, using and participating in MCE, You acknowledge and agree that such information is confidential, that it is part of the valuable assets of Medidata, and that its confidentiality is critical to the successful operation of Medidata’s business. You agree: (i) to hold such Confidential or Proprietary Information in strict confidence, (ii) to use the same degree of care, discretion and diligence in protecting the Confidential or Proprietary Information as You use with respect to Your company’s own confidential information, and (iii) not to disclose or allow any other person or entity access to the Confidential or Proprietary Information, either before or after termination of this Agreement. The confidentiality obligations contained in Your company’s agreement(s) with Medidata shall extend and apply to Your access to, use of and participation in MCE.

You acknowledge and agree that “Confidential or Proprietary Information” shall include, without limitation, any information regarding Medidata’s operations, financial condition, products/programs, customers and/or business (including, without limitation, specifications; business, marketing or promotional plans; creative written material; trademarks; copyrights; the formulation and sale of Medidata’s products or services; customer or client lists (actual or prospective); costs and methods of operation; selling price of products or services; customer and vendor arrangements; price lists; analyses of market potential and business development; competitive posture and strategies; bidding strategies and techniques; marketing concepts; sales techniques; pricing, discounts and cost control programs; and any other similar proprietary information). Notwithstanding the foregoing, the term “Confidential or Proprietary Information” shall not include information that: (i) is part of the public domain on the date hereof; (ii) is, at the time of the disclosure, a part of the public domain through no act or omission by You or Your company; (iii) is developed independently by You or Your company without the use of Confidential Information and not in connection with Your access to, use of and participation in MCE; or (iv) is hereafter disclosed to You by a third party who or which, to Your knowledge, did not acquire the information under an obligation of confidentiality to or through Medidata.

4. RIGHT GRANT AND LIMITATIONS

Subject to these Terms, Medidata provides You a nonexclusive, personal, revocable and non-transferable right to access and use 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 Medidata; (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 Medidata'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 these Terms, no other rights or licenses are granted to You concerning access or use of the Authorized Applications.

 5. COPYRIGHT

Medidata, 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. Medidata 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 Medidata 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 Medidata's permission, “mirror” any material contained in the Authorized Applications or any other server. Except as specified above, nothing contained in these Terms 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 Medidata or any third party.

Medidata will, in appropriate circumstances, remove or disable access to User-created content in the Authorized Applications that is subject to a copyright claim or dispute. If You believe Your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring in the Authorized Applications, please send an email (“Notice”) to Medidata.Engage-info@3ds.com with the following:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
• A description of the copyrighted work or works that You claim have been infringed, identification of what material in such work(s) You claim to be infringing, and what You request be removed or access to be disabled;
• A description of where the material that You claim is infringing is located in the Authorized Applications;
• Information sufficient to permit Medidata to contact You, such as Your physical address, telephone number, and email address;
• A statement by You that You have a good faith belief that the use of the material identified in Your Notice in the manner complained is not authorized by the copyright owner, its agent, or the law; and 
• A statement by You that the information in Your Notice is accurate and, under penalty of perjury, that You are the copyright owner or authorized to act on the copyright owner’s behalf.

 6. TRADEMARKS

Medidata, the Medidata logo, and the products and services described in Authorized Applications are either trademarks, service marks or registered trademarks of Medidata Solutions, Inc. in the U.S. and/or other countries and may not be copied, imitated or used, in whole or in part, without the express written permission of Medidata. All other trademarks, registered trademarks, product names or logos appearing in the Authorized Applications are the property of their respective owners or of Medidata Solutions, Inc. in the U.S. and/or other countries.

 7. INFORMATION PROVIDED TO MEDIDATA

To the extent permitted by data protection laws (see Section 10 of these Terms) and to the extent permitted by Medidata’s agreement with Your company, You agree that Medidata and its related companies may use Your information submitted to the Authorized Applications, including the professional, demographic, user, facilities or training profile information maintained by You (“Submissions”) without notice, compensation, or acknowledgement to You, in the course of Medidata’s business purposes, including but not limited to developing its own products and services. Other than as set forth in the preceding sentence, Medidata 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 these Terms, Your Submissions shall not be subject to any obligation on Medidata’s part, including, without limitation, any obligation of confidentiality, and we shall not be liable for any use or disclosure of any Submissions. You bear sole responsibility for maintaining the accuracy of the information You provide to Medidata utilizing the Authorized Applications, including Your Submissions.

Your Submissions do not include any information considered confidential pursuant to the agreement(s) between Medidata and Your company, if applicable. Medidata shall abide by the confidentiality obligations memorialized in any applicable agreement(s) between Medidata and Your company in connection with Your access to, use of or participation in the Authorized Applications.

 8. LIMITATION OF LIABILITY

(a) Medidata, 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 Medidata 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 Medidata according to their knowledge when entering into these Terms. (c) Medidata 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.

 9. APPLICABLE LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York. 

 10. PRIVACY POLICY

Medidata believes strongly in protecting User privacy and providing You notice of Medidata’s collection and use of data, including Personal Data (as defined under Directive 95/46/EC, and any successor laws governing data protection), the California Consumer Privacy Act (“CCPA”) and other privacy laws applicable to our services. Your privacy rights are described in the privacy policy linked here.

 11. EXERCISE OF YOUR PRIVACY RIGHTS

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 Website does not provide You with the ability to exercise any of Your rights as a data subject, please contact the Medidata Privacy Office at dataprivacy@mdsol.com or as described in the Privacy Policy.

 12. COMPLIANCE WITH LAW AND GOOD CLINICAL PRACTICES

You agree to use the Website 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 Medidata, negatively reflect on the goodwill or reputation of Medidata. 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 Medidata has designed its software 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 EMA and FDA) applicable to electronic clinical research data, each Medidata customer and their authorized users are responsible for ensuring that their use of the software and services comply with all such regulations and practices.

 13. LINKS

ANY LINKS ON THE WEBSITE THAT ALLOW YOU TO ACCESS A THIRD PARTY SITE ARE NOT UNDER THE CONTROL OF MEDIDATA AND MEDIDATA 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. MEDIDATA 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 MEDIDATA OF THE SITE. CERTAIN MEDIDATA WEBSITES, INCLUDING OTHER PASSWORD PROTECTED SITES, CONTAIN TERMS OF USE IN ADDITION TO, OR DIFFERENT FROM THESE TERMS. THE TERMS OF USE POSTED ON SUCH WEBSITES SHALL APPLY TO THEIR USE.

 14. DISCLAIMERS 

Material, including software, on the Authorized Applications as well as the Authorized Applications is provided "as is", and Medidata may change the information on the Authorized Applications. As You do not have to remunerate Your access to the Website, Medidata does not provide any warranty, unless acting willfully or with gross negligence. Medidata 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 Medidata’s service level agreement with its customers (e.g., a sponsor or CRO), Medidata 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.

Furthermore, by using the MCE website, You acknowledge that (i) Medidata may not pre-screen content contributed by Users (“Contributions”), and thus, Medidata does not guarantee the accuracy, integrity, or quality of such Contributions; (ii) You will evaluate, and bear all risks associated with the use of any Contributions, including any reliance on the accuracy, completeness, or usefulness of such Contributions; (iii) You may be exposed to content that is indecent, offensive, or otherwise objectionable; and (iv) under no circumstances will Medidata be liable in any way for any Contributions, including, but not limited to, any errors or omissions in any Contributions, or for any loss or damages of any kind incurred as a result of the use of any Contributions.

 15. EXERCISE OF YOUR RIGHTS UNDER THE EU DIGITAL SERVICES ACT

If You are located or established in the European Union, the Regulation (EU) 2022/2065 on a Single Market for Digital Services (the “DSA”) provides You with certain additional rights. Pursuant to Article 11 of the DSA, Medidata has identified a single point of contact willing to communicate with Member States’ authorities, the European Commission, and the Board (composed of Digital Services Coordinators), reachable at the following address: Medidata.Engage-info@3ds.com. Pursuant to Article 12 of the DSA, Medidata has identified a single point of contact willing to communicate with Users located or established in the European Union, reachable at the following address: Medidata.Engage-info@3ds.com. The language that can be used to communicate with these points of contact is English.

 16. PROHIBITED CONTENT

While using MCE, You will be able to post and communicate information on a variety of topics to other Users (Your Contributions). You agree that Your Contributions will comply with the MCE Community Guidelines, available at Community Guidelines. In addition, You agree that Your Contributions will not contain:

• Confidential, proprietary, or trade secret information that You are not authorized to disclose, such as information that You received as part of an employment relationship or subject to a non-disclosure agreement;
• Content that infringes the intellectual property rights of a third party; 
• Medical advice;
• Study-specific information; 
• Personally identifiable information of another person; or
• Personal health information of another person. 

You acknowledge that Medidata may access, remove, or disclose any Contribution if required to do so by law or by a public authority and/or if such access, removal or disclosure is reasonably necessary to: (i) enforce the Terms and/or MCE Community Guidelines, (ii) respond to claims that a Contribution violates the rights of third parties, or (iii) protect the rights, property or personal safety of Medidata or its Users. You agree that access, removal or disclosure of any Contribution shall be made in Medidata’s sole discretion and that Medidata shall not be liable to You or to any third party in regard to these actions.

 17. MODERATION POLICY

This section outlines Medidata’s moderation policy on MCE to ensure a safe and respectful environment for all Users. 

(a.) User reporting: Users are encouraged to report content that they believe violates the law, these Terms or the MCE Community Guidelines through the “Report” feature made available within MCE. Medidata is committed to reviewing reported content promptly and taking appropriate action.

(b.) Content moderation: To maintain a safe and respectful environment in MCE, Medidata (i) publishes legal documents (“Policies”) governing the use of MCE (e.g., these Terms, MCE Community Guidelines) and (ii) uses a moderation process, notably through User Reports and a dedicated moderation team, to identify and review content that may violate Medidata’s Policies. This moderation process includes the following steps as appropriate:

(i.) A User identifies prohibited content and fills the Report form.

(ii.)Medidata receives the Report notification and sends the reporting User an acknowledgement of receipt.

(iii.)Medidata makes a moderation decision and applies a moderation action. 

(iv.)Medidata sends a notification of its decision to the reporting User and the author of the reported content. This notification sets out the reason(s) why the decision to moderate was taken and how the moderated content was in breach of the applicable Policies.

(c.) Moderation actions: Medidata may be take one of the following actions following a decision that the reported content violates Medidata’s Policies:

(i.) Content deletion: removal of the content from MCE, and/or

(ii.) In the case of severe or repeated violations, temporary suspension or permanent ban of the content author’s account(s) from MCE, following review by a human being.

(d.) Technical means of moderation: Medidata may employ a combination of tools as part of its moderation process, including algorithms and human intervention. Medidata may use algorithms and automatic technical means for prevention purposes and to accelerate moderation process flow. Human intervention remains the standard when it comes to ruling on complex cases of moderation. In any case, the final decision on moderation is always taken by a human being and not by an automated content moderation system.

(e.) For Users located or established in the European Union: Medidata will apply moderation actions in a non-arbitrary and non-discriminatory manner and take account of Users’ rights and legitimate interests in compliance with the Charter of Fundamental Rights of the European Union (2012/C 326/02). Medidata will communicate its moderation decisions in clear and understandable language to affected Users.