TERMS AND CONDITIONS

Last updated April 4, 2024.

These Terms and Conditions (“Terms”) apply to your access to and use of all Products of Florence Healthcare, Inc. (“Florence”) as an Authorized User of Customer (as these terms are defined below). By accessing the Products, you agree to be bound by and comply with these Terms. If you do not agree with these Terms, you should discontinue your use of the Products.

We reserve the right to modify or update these Terms at any time in our sole discretion and without notice. You should review these Terms periodically to ensure that you are aware of any changes. Your continued use of the Products constitutes your acceptance of any revised Terms.

The manner in which we collect and use your personal information is set forth in our Privacy Policy as updated from time to time. Your use of the Products constitutes your acceptance of our Privacy Policy. You should not access or use the Products if you do not agree with the terms of our Privacy Policy.

  1. DEFINITIONS
    • “Agreement” means the master agreement between Florence and Customer and any amendments, exhibits and other attachments thereto.
    • “Authorized User” means an employee, agent, consultant, subcontractor, or other end user who Customer directly or indirectly authorizes to access the Products, even if such end user is not directly controlled by Customer.
    • “Customer” means the entity through which Authorized User is directly or indirectly granted access to the Products.
    • “Customer Data” means all data, in whatever form, provided by Customer or Authorized Users in connection with the Products.
    • “Documentation” means the Product descriptions and user instructions that describe the operation and functionality of the Products. Documentation may be updated from time to time, provided that such updates do not materially reduce the functionality of the Products to customers in general.
    • “Products” mean the software products provided to Customer and Authorized Users under the Agreement.
  1. PRODUCT SUBSCRIPTION
    • Subject to the terms and conditions of the Agreement, Florence has granted to Customer a subscription to allow Authorized Users access to the Products solely for Customer’s internal business purposes. Customer has granted Florence the right to monitor and audit Authorized Users’ use of the Products to the extent necessary to confirm compliance with this Section.
  1. AUTHORIZED USER RESPONSIBILITIES
    • Authorized User will provide, operate and maintain all equipment needed to connect to, access and use the Products. Authorized User will: (a) be responsible for the accuracy, quality, propriety and legality of Customer Data provided by such Authorized User; (b) use reasonable efforts to prevent unauthorized access to or use of the Products; and (c) use the Products only in accordance with these Terms, applicable law and government regulations. Authorized User will not: (i) sell, resell, rent or lease the Products to any third party; (ii) knowingly use the Products to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy rights or applicable law; (iii) intentionally interfere with or disrupt the integrity or performance of the Products; (iv) attempt to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanism in the Products; (v) decompile, disassemble or reverse engineer the Products; or (vi) permit or assist any other person or entity to do any of the foregoing.
  1. WARRANTIES
    • Product Warranty. Florence warrants that: (a) the Products will perform materially in accordance with the Product descriptions contained in the Documentation; and (b) Florence will use commercially reasonable efforts, including implementing commercially available virus protection software and procedures, to prevent the introduction of any time bombs, Trojan horses, viruses, worms, and other intentionally harmful code or programs in or to the Products, Customer Data, or Customer’s systems. Florence does not warrant that the Products will be sufficient to meet Authorized User’s requirements, or that the Products will operate error-free or without interruption. Florence is not responsible for any delays, delivery failures, or any other loss or damage resulting from (i) the transfer of data over communications networks and facilities, including the Internet, and Authorized User acknowledges that the Products may be subject to limitations, delays and other problems inherent in the use of such communications facilities; (ii) integration or combination of the Products with any product or service not supplied by Florence; (iii) use of the Products other than for their intended purpose; (iv) modification of the Products by any person or entity other than Florence; or (v) use of other than the current, unaltered release or version of the Products, in each case if the loss or damage would have been avoided in the absence of the circumstances specified in (i) through (v) above.
    • Code of Federal Regulations Title 21 Part 11 (“21 CFR Part 11”) Warranty. Florence warrants that the Products adhere to the regulations contained in 21 CFR Part 11.
    • No Other Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, FLORENCE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND FLORENCE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  1. CONFIDENTIAL INFORMATION.
    • “Confidential Information” means any information disclosed by one party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that by its nature reasonably would be deemed proprietary or confidential.
    • Non-disclosure and Non-use Obligations. Recipient will not use any Confidential Information except as permitted hereunder and will not disseminate, publish, copy, or in any way disclose any Confidential Information to any person, firm, business or governmental agency, except as such disclosure is expressly permitted in these Terms. Recipient will treat Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Information, but in no event less than reasonable care. Recipient will promptly give notice to Discloser of any unauthorized use or disclosure of Discloser’s Confidential Information. Recipient will assist Discloser in remedying the unauthorized use or disclosure of Discloser’s Confidential Information.
  1. LIMITATION OF LIABILITY
    • FLORENCE WILL NOT BE LIABLE TO AUTHORIZED USER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING WITHOUT LIMITATION LOST PROFITS, REVENUE, GOODWILL OR BUSINESS OPPORTUNITIES, EVEN IF FLORENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
  1. OWNERSHIP
    • Intellectual Property. Authorized User acknowledges that Florence and its licensors own all right, title, and interest, including all patent, copyright, trade secret, trademark, moral rights, mask work rights, data, and other intellectual property rights (“Intellectual Property Rights”) in and to the Products and Florence expressly reserves all rights not expressly granted to Authorized User hereunder. Authorized User will not knowingly engage in any act or omission that would impair Florence’s and/or its licensors’ Intellectual Property Rights.
    • Customer Data. Except with respect to Operational Data (as defined below), Customer retains ownership of all right, title and interest in and to all Customer Data.
    • Operational Data. “Operational Data” includes key performance indicators (such as study start-up timelines, signature timelines, and time until enrollment of first study patient), analysis, statistics, benchmarking algorithms and other similar operational information generated by the Products or derived from Authorized Users’ use of the Products, but expressly excluding protected health information and third-party proprietary information or data. Florence may anonymize and aggregate Operational Data, and use such Operational Data for its business and/or research purposes. Florence will own all right, title and interest in and to all Operational Data. If and to the extent that Authorized User may have intellectual property rights in any Operational Data, Authorized User hereby grants to Florence a non-exclusive, non-transferable, fully paid-up license to use such Operational Data as described in this Section.
    • Florence will have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Products any suggestions, enhancement requests, recommendations or other feedback provided by Authorized User relating to the operation or functionality of the Products (“Feedback”). Authorized User will have no obligation to provide Feedback.
  1. GENERAL TERMS
    • Governing Law and Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of Georgia, USA, without regard to its conflict of laws principles. The parties will be subject to the jurisdiction of the appropriate state or federal courts in the State of Georgia in connection with any dispute or action relating to these Terms, with venue for any such action to be proper in Fulton County (Atlanta), Georgia.
    • Force Majeure. Florence will be excused from performance of its obligations under these Terms if such a failure to perform results from compliance with any requirement of applicable law, acts of god, fire, strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of such party. Any delay resulting from any of such causes will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.
    • No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right or any other right.
    • If any provision of these Terms is held to be wholly or partially unenforceable for any reason, such unenforceability will not affect the remainder of these Terms, which will remain in full force and effect.
    • Miscellaneous. The headings and captions in these Terms are for convenience and identification purposes only, are not an integral part of these Terms, and are not to be considered in the interpretation of any part of these Terms. When the context so requires, the masculine, feminine and neuter genders may be used interchangeably and the singular may include the plural and vice versa.