The Study Coordination Platform

Effective Date: 08/11/23

IMPORTANT: PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING OUR PLATFORM (DEFINED BELOW), YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE.

1. Introduction and Definitions
1.1 Company Information. This Terms of Use Agreement (“Terms”) is entered into by and between Revise, LLC (“Revise,” “we,” “us,” or “our”), with a principal place of business at 1606 Headway Circle, Suite 9092, Austin, TX 78754, and any person or entity (“user” or “you”) accessing or using the Relay platform described below.
1.2 Platform. “Platform” or “Relay” refers to our online services for participant enrollment in clinical trials, clinical research education for research professionals, and related online content. This includes any websites, applications, software, processes, and other technology provided by or through Revise.
1.3 Key Definitions.

Clinical Research Facility:: A medical facility that conducts clinical research trials.
Clinical Research Sponsor:: An entity that sponsors a clinical research trial at a Clinical Research Facility.
Participant:: An individual who is a prospective or actual participant in a clinical research trial.
Participant Data:: All data provided by a Participant during the enrollment process or other interactions, including personally identifiable information or protected health information (“PHI”).
Facility Data:: All non-public data or materials provided by a Clinical Research Facility to Revise, including confidential and proprietary information.
Your Data:: Collectively refers to Participant Data and Facility Data.
Usage Data:: Non-personally identifiable data related to usage of the Platform.
Confidential Information:: Non-public information disclosed by one party to another, as further defined below.

2. Acceptance of Terms
2.1 By creating an account or otherwise using the Platform, you represent that you are at least 18 years of age, can form a legally binding contract, and agree to be bound by these Terms.
2.2 If you use the Platform on behalf of a company or other entity, you represent that you have authority to bind that entity.
3. Access and Use of the Platform
3.1 Purpose. Revise's Relay Platform enables Participants to find and enroll in clinical trials, and enables Clinical Research Facilities to manage participant enrollment surveys and related tasks.
3.2 No Medical Advice. REVISE IS NOT A MEDICAL PROVIDER. THE PLATFORM IS NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.
3.3 Usage by Sponsors. Clinical Research Sponsors may pay Revise for use of the Platform on behalf of Clinical Research Facilities or Participants. Investigator Sites (Clinical Research Facilities) generally will not be directly charged a usage fee.
3.4 Account Requirements. You may need to create an account to access certain features. You agree to provide accurate, complete information and to keep it updated.
4. Fees and Payment
4.1 Investigator Sites. Investigator Sites (Clinical Research Facilities) are not charged a direct fee by Revise to use Relay, unless otherwise agreed in a separate Order Form.
4.2 Sponsors. Clinical Research Sponsors pay Revise to make Relay available to users. Such arrangements are governed by separate agreements.
4.3 No Refunds. Unless otherwise stated in a separate agreement, all payments made to Revise by Sponsors or others are non-refundable.
5. User Conduct and Restrictions
5.1 You shall not, and shall not allow any third party to:

Reverse engineer, decompile, or disassemble the Platform.
Use the Platform for unlawful or unauthorized purposes, including sending unauthorized commercial communications (spam).
Attempt to access data or systems to which you have no right.
Interfere with the integrity or performance of the Platform.
Use the Platform to develop a competing service or product.
Violate the intellectual property or proprietary rights of others.

5.2 Termination for Violation. We reserve the right to suspend or terminate your account if we suspect any violation of these Terms or our Privacy Policy.
6. Content and User Submissions
6.1 Content You Provide. You may provide information, text, images, or other materials (“Content You Provide”) in connection with your use of the Platform. You represent and warrant that you have all necessary rights in such content.
6.2 License. You grant Revise a worldwide, non-exclusive, royalty-free license to use, display, reproduce, adapt, and distribute Content You Provide solely for operating, improving, or promoting the Platform, subject to the restrictions set forth in our Privacy Policy and any applicable privacy laws.
6.3 Privacy Policy. Our separate Privacy Policy explains in more detail how we collect, use, disclose, and protect your personal data. By using our Platform, you agree to the practices outlined therein.
6.4 Removal of Content. We may remove or delete Content You Provide if we believe it violates these Terms, applicable law, or third-party rights.
7. Data Protection and Privacy
7.1 Compliance with Laws. We process personal data in accordance with applicable privacy and data protection laws, including GDPR, CCPA, and HIPAA, as applicable.
7.2 HIPAA and Business Associate Agreements. Where we receive PHI in the context of a clinical trial, we may serve as a HIPAA Business Associate. To the extent required by law, we will enter into a Business Associate Agreement (“BAA”) with a covered entity.
7.3 Cross-Border Transfers. If you access the Platform from outside the United States, your data may be transferred to and processed in the United States or other countries. We implement appropriate safeguards (e.g., Standard Contractual Clauses) for international data transfers where required by law.
7.4 Data Subject Rights. Depending on your jurisdiction, you may have the right to request access, correction, deletion, or restriction of your personal data. Please see our Privacy Policy for details on how to exercise these rights.
7.5 Data Retention. We retain personal data only as long as necessary to fulfill the purposes for which it was collected, or as required by law or regulation. For clinical trial data, we may be required to retain information for specific legal or regulatory periods.
7.6 Data Breach Notification. In the event of a data breach involving your personal data, we will notify you and any applicable authorities without undue delay, in accordance with HIPAA, GDPR, and other relevant laws.
8. Ownership and Intellectual Property
8.1 Revise IP. All rights, title, and interest in and to the Platform (including software, trademarks, service marks, and other intellectual property) remain exclusively with Revise.
8.2 Your Data. You retain ownership of all rights in and to Your Data. You grant Revise the rights to use Your Data as described in these Terms and our Privacy Policy.
8.3 Feedback. If you provide feedback or suggestions, we may use such information without obligation or compensation to you.
9. Confidential Information
9.1 Definition. “Confidential Information” includes non-public information disclosed by one party to the other, including but not limited to know-how, trade secrets, software, technical information, financial information, and customer data.
9.2 Obligations. Each party agrees not to disclose or use Confidential Information except to the extent necessary to perform obligations under these Terms.
9.3 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms; (b) was lawfully known prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information.
10. Termination
10.1 By Revise. We may terminate or suspend your access to the Platform at any time, with or without cause, and without liability to you.
10.2 By You. You may stop using the Platform at any time.
10.3 Effect of Termination. Upon termination, your right to use the Platform ceases immediately. We may retain or delete your content in accordance with our Privacy Policy and any applicable laws.
11. Disclaimer of Warranties
11.1 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” REVISE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
11.2 WE DO NOT WARRANT THAT THE PLATFORM WILL OPERATE UNINTERRUPTED OR ERROR-FREE, NOR THAT IT WILL BE SECURE OR FREE OF MALICIOUS CODE.
12. Limitation of Liability
12.1 IN NO EVENT WILL REVISE BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUES, OR GOODWILL.
12.2 OUR TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY SPONSORS OR USERS (IF ANY) IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3 NOTHING IN THESE TERMS EXCLUDES LIABILITY FOR ANY MATTER THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
13. Indemnification
13.1 You agree to indemnify, defend, and hold harmless Revise, its affiliates, employees, and agents from and against any claims, losses, liabilities, and expenses (including attorney’s fees) arising out of or relating to your breach of these Terms or your misuse of the Platform.
14. Governing Law and Disputes
14.1 These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles.
14.2 Any disputes arising from or relating to these Terms shall be brought exclusively in the state or federal courts located in Travis County, Texas, and each party consents to jurisdiction and venue therein.
15. Modifications
15.1 We may update these Terms from time to time. We will notify you of material changes via email or by posting a notice on the Platform. Your continued use of the Platform after the effective date of any changes constitutes acceptance of the updated Terms.
16. General
16.1 Entire Agreement. These Terms and our Privacy Policy form the entire agreement between you and Revise regarding the use of the Platform.
16.2 Severability. If any provision is held invalid, the remaining provisions shall remain in full force.
16.3 Waiver. Our failure to enforce a provision of these Terms is not a waiver of our right to do so later.
16.4 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.
BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS OF USE AND OUR PRIVACY POLICY.

Revise, LLC Terms of Use Agreement