Thank you for being a customer. Please read these terms carefully, they include important information about your rights. By logging in to TrialPro, you agree to be bound to these terms and any terms incorporated by reference. US Customers agree to resolve all disputes with us through small claims courts or arbitration on an individual basis rather than jury trials or class actions. Our terms are subject to change but do not affect any rights that cannot be waived by you under local law.

1. Acceptance of Terms

   a. By accessing or using the TrialPro software and website provided by Upsite Clinical Inc. (“Upsite Clinical,” “we,” “us,” or “our”), you, the user (“you” or “your”), agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, you must refrain from accessing or using the Service. When purchasing from us, your order is accepted only when your payment is accepted, and we send you a confirmation email. If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. If we reject your order, we will refund any payments made for the current service period, and we may also cancel or restrict access to the applicable offering.

2. Use of Service

   a. TrialPro is designed and intended for use exclusively by research sites. Your use of TrialPro signifies your acknowledgment and agreement to utilize the Service solely for lawful purposes and in a manner that does not infringe upon the rights of, or restrict or inhibit the use and enjoyment of the Service by any third party.

   b. You agree to comply with all applicable laws, regulations, and ethical standards governing your use of the Service.

3. User Accounts

   a. Access to certain features of TrialPro may require the creation of a user account. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to maintain its accuracy.

   b. You are solely responsible for maintaining the confidentiality of your account credentials and for any and all activities that occur under your account. You agree to notify Upsite Clinical immediately of any unauthorized use of your account or any other breach of security.

4. Intellectual Property Rights

   a. All rights, title, and interest in and to the TrialPro Service, including but not limited to software, text, graphics, logos, trademarks and all other materials contained therein (excluding user-generated content), are and will remain the exclusive property of Upsite Clinical and its licensors. These Terms do not grant you any right or license to use any Upsite Clinical or third-party trademarks, service marks, logos, or other proprietary materials.

   b. Users retain ownership of any content they post or submit through the Service. By submitting content, you grant Upsite Clinical a non-exclusive, royalty-free, worldwide, transferable, sublicensable license to use, reproduce, modify, distribute, and display such content in connection with the operation of the Service.

5. Pricing Data and Benchmarks

   a. Any data you provide to us will be treated with strict confidentiality and will not be shared except in a form that can will not identify its source. This confidentiality obligation extends to our subcontractors, agents, and other affiliated entities, who are equally bound to uphold these terms.

   b. The pricing benchmarks provided by Upsite Clinical for each study are intended for use solely within the context of that specific study. You agree not to share, reproduce, distribute, use for other purposes, or resell these benchmarks without our express written consent.

6. Modifications to the Service

   a. Upsite Clinical reserves the right, at its sole discretion, to modify, suspend, or discontinue, temporarily or permanently, the Service or any part thereof, with or without notice. Significant changes will be communicated to users via email or through a notice on our website.

7. Termination

   a. Upsite Clinical reserves the right to terminate or suspend your account and access to the Service, with or without prior notice or liability, for any reason whatsoever, including but not limited to a breach of these Terms or engagement in any conduct that we determine, in our sole discretion, to be inappropriate or harmful.

   b. You may terminate your account at any time. Upon termination, your right to use the Service will immediately cease . If you wish to terminate your account, you may simply discontinue using the Service.

8. Disclaimer of Warranties

   a. The Service is provided on an “as is” and “as available” basis, without any warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title.

   b. Upsite Clinical does not warrant that the Service will meet your requirements, that the Service will be uninterrupted, timely, secure, or error-free, or that any defects in the Service will be corrected.

   TO THE EXTENT PERMITTED BY APPLICABLE LAW, UPSITE CLINICAL INC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UPSITE CLINICAL INC. MAKES NO WARRANTIES THAT: (I) THE OFFERINGS AND/OR SITE WILL MEET YOUR REQUIREMENTS; (II) THE OFFERINGS AND/OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE PURCHASE OF THE OFFERINGS AND/OR USE OF THE SITE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY OFFERINGS PURCHASED AND/OR INFORMATION OBTAINED BY YOU THROUGH THE OFFERINGS AND/OR SITE WILL MEET YOUR EXPECTATIONS; OR (V) ANY ERRORS IN THE OFFERINGS AND/OR SITE WILL BE CORRECTED. WE DO NOT WARRANT THIRD PARTY PRODUCTS.

9. Limitation of Liability

   a. To the fullest extent permitted by applicable law, in no event shall Upsite Clinical, its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use, or alteration of your transmissions or content.

   b. In no event shall Upsite Clinical’s total liability to you for all claims related to the Service exceed the amount paid by you, if any, for accessing the Service.

   SOME STATES AND JURISDICTIONS INCLUDING MEMBER COUNTRIES OF THE EUROPEAN ECONOMIC AREA, DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL UPSITE CLINICAL INC. BE LIABLE TO YOU FOR (A) ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE PROVISION OF THE OFFERINGS AND/OR SITE, (B) ANY LOSS OF USE OR LACK OF AVAILABILITY OF COMPUTING DEVICES, FAILED MESSAGES OR TRANSMISSION ERRORS ARISING FROM THE USE OF OR INABILITY TO USE THE OFFERINGS AND/OR SITE, OR (C) ANY SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGE(S) OR SIMILAR LOSSES SUCH AS LOSS OF TIME OR INCONVENIENCE. IN NO CASE SHALL OUR LIABILITY EXCEED THE AMOUNT YOU PAID FOR THE APPLICABLE OFFERING.

10. Cookies and Tracking Technologies

    a. By using TrialPro, you consent to the use of cookies and similar tracking technologies as described in our Privacy Policy. Cookies are used to enhance your user experience, personalize content, and analyze our traffic. For more information on our use of cookies and tracking technologies, please refer to our Privacy Policy.

11. Governing Law

    a. These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

12. Changes to These Terms

    a. Upsite Clinical reserves the right, at its sole discretion, to modify or replace these Terms at any time. Any changes will be effective immediately upon posting to this page. It is your responsibility to review these Terms periodically. Your continued use of the Service following the posting of any changes to these Terms constitutes acceptance of those changes.

13. Contact Us

    a. If you have any questions or concerns regarding these Terms, please contact us at info@upsiteclinical.com.

14. Entire Agreement

    a. These Terms constitute the entire agreement between you and Upsite Clinical with respect to the Service and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Upsite Clinical regarding the Service. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Terms will remain in full force and effect and enforceable.

15. No Waiver

    a. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Upsite Clinical’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

16. Assignment

    a. These Terms and any rights and licenses granted hereunder may not be transferred or assigned by you but may be assigned by Upsite Clinical without restriction.