BRANY Online Terms of Service
Effective Date: June 20, 2017
Thank you for your interest in Biomedical Research Alliance of New York LLC (“BRANY”). Please review the following Terms of Service, which will govern your registration with and use of Protocol Builder®. “Protocol Builder” refers to the service available at the www.protocolbuilderpro.com website (the “Site”) and includes any and all content thereon and services provided by BRANY on or in conjunction with the Site, including, but not limited to, application program interfaces (“api’s”), storage, email and collaboration services (the “Services”).
BY ACCESSING OR USING THE SERVICE YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE USING THE SERVICES ON BEHALF OF AN ORGANIZATION OR ENTITY (“ORGANIZATION”), THEN YOU ARE AGREEING TO THESE TERMS ON BEHALF OF THAT ORGANIZATION AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THESE TERMS. IN THAT CASE, “YOU” AND “YOUR” REFERS TO YOU AND THAT ORGANIZATION. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. UNLESS OTHERWISE INDICATED, CAPITALIZED TERMS SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN SECTION 1 BELOW.
- “User” or “you” shall mean any user or person who registers with BRANY, including you as an individual, as well as any organization or entity on whose behalf you are authorized to consent to these Terms of Service.
- “BRANY Content” means all information and content available on Protocol Builder uploaded or owned by BRANY, including but not limited to trademarks, logos, service marks, copyrighted works, text, graphics, logos, button icons, images, audio/video clips, data compilations and software, and the compilation and organization thereof.
- “User Content” means all confidential, private information and content submitted by you in connection with) non-public information you upload to Protocol Builder during the course of using Protocol Builder. “User Content” specifically excludes User Suggestions.
- “User Suggestions” means all inquiries, feedback, suggestions, ideas or other information you provide BRANY.
- “Visitor” shall mean any person who visits or utilizes only the unrestricted, public portions of Protocol Builder, the Site or other BRANY services.
- General Use of Protocol Builder.
- License to Use. Subject to the terms of these Terms of Service, BRANY grants to you a non-exclusive, revocable, non-transferable license to use Protocol Builder. All right, title, and interest in and to Protocol Builder (excluding User Content and User Suggestions) is and will remain the exclusive property of BRANY and and/or its licensors.
- Registration: Certain portions of Protocol Builder will be visible to Visitors who have not registered with BRANY. In order to fully use Protocol Builder, you are required to register your information with BRANY and become a User.
- BRANY Rights: Notwithstanding the above or anything to the contrary set forth in these Terms of Service, BRANY shall have the absolute and unlimited right to: (i) reject any potential User; (ii) terminate the account of any User; and (iii) publish any User Suggestions, including for the purposes of marketing BRANY and/or Protocol Builder. BRANY reserves all rights not expressly granted in and to Protocol Builder and the BRANY Content.
- Payment. In order to become a User, you, or an organization on your behalf, must pay all BRANY fees or charges to your account in accordance with the fees, charges, and billing terms in effect and applicable to you or your organization at the time a fee or charge is due and payable. Payments must be made annually in advance unless otherwise mutually agreed upon in writing. Failure to pay any fees by the applicable deadline will result in the [automatic] termination of your account. BRANY will issue a payment deadline courtesy reminder sixty (60) days prior to the annual deadline. All payment obligations are not cancelable and all amounts paid are nonrefundable. However, payment of fees or charges does not guarantee any User access to Protocol Builder.
- Registered User Account.
- Eligibility. In order to access and use most of Protocol Builder, the fee for your account must be paid and you must register for an account. If you are under the age of 18, please do not sign up for an account. BRANY reserves the right to terminate any User’s access to Protocol Builder in its sole discretion at any time without prior notice and without refund.
- Data Accuracy. We ask that any registration data you provide to BRANY is true, current and complete. In the event any of this information changes, please update it on your personal profile page.
- Passwords. During your registration you will set your account access login and password. You are responsible for maintaining the confidentiality of this information and are responsible for any and all activities and postings that are made using your account.
- Unauthorized Access. Please notify BRANY immediately if you suspect that an unauthorized person has accessed your account. Should you misplace or forget your password, please click on the “Forgot Password” link. If you continue to have problems, please contact our technical support staff at 844-563-1042.
- Email. Please use the email features of Protocol Builder responsibly. You may not use Protocol Builder to send unsolicited commercial email (“spam”) or unsolicited mass distribution of files. In order to enforce this provision, BRANY may establish additional policies regarding the use of email features, including, but not limited to, maximum retention times of messages, maximum number of messages sent per day, or a maximum size of a message. If you receive any email through Protocol Builder that you believe is not in compliance with these Terms of Service, please notify us by forwarding the email, along with an explanatory note, to firstname.lastname@example.org.
- User Restrictions.
- Compliance with Applicable Laws. You agree to use Protocol Builder only as provided for in these Terms of Service and the special warnings or instructions for access or use posted on Protocol Builder. You also agree not to use Protocol Builder in any way that is in conflict with the law in your jurisdiction. You shall act always in accordance with the law, custom and in good faith.
- Protocol Builder/BRANY Content. Neither Protocol Builder nor the BRANY Content may be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, used as the basis for or otherwise incorporated into any derivative work or competitive third part product, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Without limiting the foregoing, User specifically agrees not to access or use the Services or Protocol Builder for purposes of competitive analysis of Protocol Builder, the development, provision or use of a competing software service or product, or any other purpose that is to BRANY’s detriment or commercial disadvantage. User agrees to not engage in the use, copying, or distribution of any of the BRANY Content other than expressly permitted herein, including any use, copying, or distribution of User Suggestions of third parties obtained through Protocol Builder for any commercial purposes. If User downloads or prints BRANY Content for personal use, User must retain all copyright and other proprietary notices contained therein. User agrees not to circumvent, disable or otherwise interfere with security related features of Protocol Builder or features that prevent or restrict use or copying of any BRANY Content or enforce limitations on use of Protocol Builder or the BRANY Content thereon. BRANY does not make any representations or warranties, whether express or implied, regarding or relating to Protocol Builder or any associated hardware or software, including the BRANY Content or operations of either.
- Robots; Spiders. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that access Protocol Builder in a manner that sends more request messages to BRANY’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, BRANY grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. BRANY reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from Protocol Builder, nor to use the communication systems provided by Protocol Builder for any commercial solicitation purposes.
- Modification. You may not make any change or alteration to Protocol Builder or any BRANY Content or the Services that may appear on Protocol Builder and you may not impair in any way the integrity or operation of Protocol Builder. Without limiting the generality of any other provision of these Terms of Service, if you default negligently or willfully in any of the obligations set forth in these Terms of Service, you shall be liable for all the losses and damages that this may cause to BRANY, our affiliates, partners or licensors.
- Additional Restrictions. By way of example and not limitation, in your interactions with Protocol Builder you agree that you will not:
- submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless User is the owner of such rights or has permission from their rightful owner to post the material and to grant BRANY all of the license rights granted herein;
- publish falsehoods or misrepresentations that could damage BRANY or any third party;
- submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violates trademark, trade secret or other law, or is otherwise inappropriate;
- post advertisements or solicitations of business;
- impersonate another person;
- frame or mirror any part of Protocol Builder; or
- create a database by downloading and storing Protocol Builder content.
- User Suggestions. All User Suggestions will be treated as non-proprietary and non-confidential. By transmitting any User Suggestion, you hereby grant BRANY a perpetual, irrevocable, royalty free license to display, modify and otherwise use the User Suggestion as if BRANY had created and developed the User Suggestion for its own purposes. User understands that whether or not such User Suggestion is published BRANY does not guarantee any confidentiality with respect to any User Suggestions. BRANY reserve the right to copy, use, reproduce, modify, adapt, translate, publish, license, distribute, sell or assign User Suggestions in any way as BRANY sees fit, including but not limited to copying in whole or in part, creating derivative works from, distributing and displaying any User Suggestion in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, or using the User Suggestions within or in connection with BRANY’s products or services. You also acknowledge that your User Suggestion will not be returned and BRANY may use your User Suggestion, and any ideas, concepts or know how contained therein, without payment of money or any other form of consideration, for any purpose including, without limitation, developing, manufacturing, distributing and marketing products.
- User Suggestion Representations and Warranties. User affirms, represents, and/or warrants that: (i) User owns or has the necessary licenses, rights, consents, and permissions to use and authorize BRANY to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Suggestions to enable inclusion and use of the User Suggestions in the manner contemplated by Protocol Builder and these Terms of Service; and (ii) User has the written consent, release, and/or permission of each and every identifiable individual person in the User Suggestions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Suggestions in the manner contemplated by Protocol Builder and these Terms of Service.
- Liability. BRANY expressly disclaims any and all liability in connection with User Suggestions. BRANY will also terminate a User’s access to Protocol Builder, if a User is determined to be an infringer. BRANY also reserves the right to decide whether User Suggestions are appropriate and comply with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. BRANY may terminate a User’s account for any violation of these Terms of Service at any time, without prior notice and at its sole discretion.
- Digital Millennium Copyright Act. If you are a copyright owner or an agent thereof and believe that any User Content or User Suggestion or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing BRANY’s DMCA agent with the following information in writing:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the DMCA agent to contact you, such as an address, telephone number, and, if available, an email address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
BRANY’s designated DMCA agent to receive notifications of claimed infringement is: Randy M. Friedberg, Esq., White and Williams LLP, 7 Times Square, Suite 2900, New York, New York, 10036; email: email@example.com. Only DMCA notices should go to the DMCA agent. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. We suggest that you consult your legal advisor before filing a notice. Please be aware that there are penalties for false claims under the DMCA. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
- Limitations on Service. While it is our goal at BRANY to provide you with a useful, stable and available service, we cannot guarantee that there will be no unforeseen difficulties, technical or otherwise, which may, in rare cases, result in service interruptions or loss of data. For this reason, Protocol Builder, all BRANY Content and the Services are provided strictly on an ‘as is’ basis. By accepting these Terms of Service, you agree that neither BRANY nor any of its third party service providers will be held accountable for any delays in transmission of your data, data loss, service interruptions or retention of User settings.
BRANY reserves the right to change or discontinue, either temporarily or permanently, any part of Protocol Builder or any or all of its services at any time and without prior notice. You agree that neither BRANY nor any of its third party service providers will be liable for any damages, including lost business opportunities, should such discontinuance occur.
- Intellectual Property
- Ownership. All BRANY Content, Protocol Builder and Protocol Builder’s “look and feel,” including but not limited to trademarks, logos, service marks, copyrighted works, text, graphics, logos, button icons, images, audio/video clips, data compilations and software, and the compilation and organization thereof is the property of BRANY, its affiliates, partners or licensors, or is used with consent of the owner, and is protected by United States and international laws, including laws governing copyrights and trademarks.
- Trademarks. The trademarks, service marks, logos, and other indicia, including of BRANY (collectively the “Trademarks”) which appear on Protocol Builder are registered and/or unregistered trademarks of BRANY and others. Nothing contained on Protocol Builder should be construed as granting, by implication or otherwise, any right, license or title to any of the Trademarks without the advance written permission of BRANY or such third party as may be appropriate. All rights are expressly reserved and retained by BRANY. Your misuse of any of the Trademarks displayed on Protocol Builder, or any other BRANY Content on Protocol Builder, except as provided in these Terms of Service, is strictly prohibited. You are also advised that BRANY considers its intellectual property to be among its most valuable assets, and will aggressively enforce its intellectual property rights to the fullest extent of the law.
- Disclaimers. PROTOCOL BUILDER, THE BRANY CONTENT AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. NONE OF BRANY, ITS AFFILIATES, THEIR RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “BRANY PARTIES”) MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT PROTOCOL BUILDER OR THE BRANY CONTENTS, AND THE BRANY PARTIES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO PROTOCOL BUILDER AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE BRANY PARTIES DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR USE OF PROTOCOL BUILDER, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, PROTOCOL BUILDER WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF PROTOCOL BUILDER OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN PROTOCOL BUILDER OR THE SERVICES WILL BE CORRECTED. YOU AGREE THAT YOU USE PROTOCOL BUILDER A SOLELY AT YOUR OWN RISK.
- Release. AS A CONDITION TO YOUR USE OF PROTOCOL BUILDER, YOU HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER RIGHTS THAT YOU MIGHT HAVE AGAINST ANY OF THE BRANY PARTIES ARISING OUT OF OR RELATING TO THE SUBMISSION AND REVIEW OF ANY MATERIALS MADE AVAILABLE ON OR THROUGH PROTOCOL BUILDER.
- Limitation of Liability. IN NO EVENT SHALL BRANY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM EITHER A PERSON OR ENTITY’S USE OR INABILITY TO USE PROTOCOL BUILDER, OR THE SUBMISSION OF ANY MATERIALS VIA PROTOCOL BUILDER, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A BRANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall BRANY’s total liability to you for all damages exceed the amount you have paid to BRANY in connection with Protocol Builder in the last calendar year. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE BRANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- Indemnification. User agrees to defend, indemnify and hold harmless BRANY, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, licensees, distributors and content providers from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from or related, directly or indirectly, to: (a) any the violation or infringement of the rights of any third party, including but not limited to regarding User Suggestions; (b) any use or inability to use Protocol Builder or any other BRANY services; (c) any violation of law by User; and (d) any breach of these Terms of Service by User.
- Termination. The Agreement is effective until the sooner of the expiration of the applicable payment period if User has failed to renew or until terminated by BRANY. Your rights under these Terms of Service will terminate automatically without notice from BRANY if you fail to comply with any term(s) of these Terms of Service.
- Entire Agreement/Severability. These Terms of Service, together with the Privacy Notice and the DMCA Policy and any other legal notices published by BRANY on Protocol Builder, shall constitute the entire agreement between you and BRANY concerning Protocol Builder. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and BRANY’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
- Governing Law. You agree that: (a) Protocol Builder shall be deemed solely based in New York, New York; and (b) Protocol Builder shall be deemed a passive website that does not give rise to personal jurisdiction over BRANY, either specific or general, in jurisdictions other than New York. These Terms of Service shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Furthermore, the parties agree that the sole and exclusive venue for any dispute or claim arising out of or in connection with this Agreement shall be the state and federal courts sitting in New York, New York.
- Modifications to the Terms of Service. From time to time, BRANY may update or revise these Terms of Service. Whenever such changes are made, BRANY will post an updated Agreement on its website, and may, but shall not be obligated to, notify you via email. You should always check the date at the top of the Agreement. If any proposed change is unacceptable to you, you will have the right to terminate your account. If BRANY decides to change these Terms of Service in a material way, BRANY will obtain the necessary consents required under applicable laws, unless the change is otherwise required or permitted by law.
USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. USER FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN USER AND BRANY WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, WRITTEN OR ORAL, AND ANY OTHER COMMUNICATION BETWEEN USER AND BRANY RELATING TO THE SUBJECT MATTER OF THIS TERMS OF SERVICE.
Should you have any questions concerning these Terms of Service, please email firstname.lastname@example.org.