Last Updated: 08 Jan 2018
These Terms and Conditions are applicable to all the services and products as defined below (the “Services”) provided by Mapi Research Trust, a French non profit organization, with a business address at 27 rue de la Villette, 69003 Lyon, France, SIREN Number 453 979 346 00021 (“MRT”).
MRT Services shall include the PROQOLID™, PROLABELS™, and PROINSIGHT™ databases (which are collectively referred to as the “Databases”), the information support services, PROVIDE™ (“PROVIDE™”), the Clinical Outcome Assessment Repository (“COAR”) and any other current and/or future services and/or products offered and accessed on eProvide™ (https://eprovide.mapi-trust.org/), a website owned and operated by MRT (“MRT Website”).
Any User (individual or legal entity, company, institution or other organization including its employees, agents, contractors, and affiliates, as applicable), who accesses the MRT Website and/or use MRT Services agrees to these Terms and Conditions.
1.1 Subject to User’s compliance with these Terms and Conditions and any other Service special terms (as applicable) and to User’s payment of any applicable Services fees, MRT grants User and Authorized Users, as defined in Section 2 – User Account, a limited, non-exclusive, non-transferable, non-sublicensable right to access and make internal/personal and non-commercial use of the MRT Services for research purposes only. This grant of rights does not include (a) any resale or commercial use of any Service or its contents; (b) any derivative use of any Service or its contents or right to create derivatives; or (c) any downloading, copying, or other use of account information for the benefit of any third party. All rights not expressly granted to User or Authorized Users in these Terms and Conditions and any Service special terms (as applicable) are reserved and retained by MRT.
1.2 MRT represents and warrants that it has all rights and authority to make the Services available to User and Authorized Users as authorized expressly by these Terms and Conditions.
2.1 For access to the Services, User needs to create a “Client Account”, also called “My ePROVIDE” on the MRT Website. User shall ensure that the information provided to MRT when registering a Client Account is valid and updated when needed. MRT reserves the right to refuse access to the MRT Website at the time of registration at its own discretion or to terminate Client Account, remove or edit content, or cancel orders at any time in the event of User does not respect or fails to comply with these Terms and Conditions.
2.2 User shall be responsible for maintaining the confidentiality of its account and password and for restricting access to its computer. User accepts responsibility for all activities that occur under its account or password. In the event of loss or theft of the password of the Account Administrator or an Authorized User (as defined in Section 2.3), User shall reset its password. In the event of a password theft, including but not limited to hacking or hacking attempt of Client Account, User shall immediately notify MRT. User shall not be liable for charges incurred on such password subsequent to MRT's receipt of such notice. MRT reserves the right to change any password at any time as it deems necessary.
2.3 To the extent applicable, notably for companies, institutions or other organizations that need multiple Users on the same Client Account, MRT requires the designation of a main contact person or “Account Administrator” of such Client Account, who will remain the only contact with MRT and will be in charge of (i) the assignment of access to the account within its company or organization to internal users, meaning users who are employees of Client’s organization (referred to herein as the "Authorized Users"), (ii) the management of the Client Account, including without limitation the management of the requests, subscriptions and orders, and (iii) the monitoring of the collaborative space used by Authorized Users under the Client Account.
2.4 User agrees, for itself and/or, as applicable, for any party acting by or through User: (i) to allow its password(s) and any documentation, or data received from MRT, to be used only by the Authorized Users; (ii) not to transfer, by any means whatsoever, any data or documentation received from the Databases (or copies thereof), to any person, organization or institution outside the Authorized Users and to prohibit any Authorized User from doing so; (iii) not to sell, exchange, barter, or transfer, rent, lease, loan, resell for profit, distribute or in any other manner commercially exploit any data or documentation received from MRT; and (iv) not to obscure copyright notices contained on data or documentation received from MRT. User shall remain responsible for ensuring compliance of these Terms and Conditions by the Authorized Users.
2.5 MRT provides no warranty, whatsoever, that the operation of the MRT Website will be uninterrupted or error-free, nor that defects will be corrected, nor that the MRT Website, including the server that makes them available, is free of viruses or other harmful components. However, MRT will use reasonable efforts to maintain the MRT Website and the server free of viruses and other harmful components.
3.1 User agrees that MRT’s remuneration, in return of the Services accessible under the MRT Website, is calculated on a lump-sum basis in advance.
3.2 User may pay the price by bank transfer, cheque or bank card. Access to the Services requested by the User will start upon receipt of full payment of the price to MRT, unless otherwise agreed upon in writing by the parties.
If User pays by credit card, User authorizes MRT to charge User’s credit card or bank account for all fees payable for the Services chosen by User.
If User pays by bank transfer or by cheque, MRT will invoice User upon receipt of User’s formal request for Services (e.g., order directly made on MRT Website or proposal/agreement duly signed by User). The User undertakes to pay the amounts due within a period of thirty (30) days from the date indicated on the invoice. Monies outstanding on the due date will be subject to interest at three percent (3%) per month or part thereof for which the payment is overdue. In the event of late payment of an invoice, MRT is entitled to obtain from User a fixed sum of € 40 as compensation for recovery costs (Article D.441-5 of the French Commercial Code).
3.3 The prices for the Services do not include any element of Value Added Tax or similar tax, which will be added to invoices, as appropriate. The Value Added Tax (“VAT”) number of all European Union (“E.U.”) User’s company/organization/institution shall be provided to MRT on the relevant subscription form. The French VAT shall apply to French Users at a 20% rate. For all other E.U. Users, any User who has not indicated its VAT number on the subscription form will automatically be subject to the French VAT, and therefore, an extra 20% will be invoiced by MRT.
3.4 MRT pricing rates are fixed in EURO. If User orders Services on the MRT Website and requests to make payments in US Dollars, User will be charged at the exchange rate as of the date of its order.
4.1 By accessing the Services offered by the MRT Website, User agrees that all Content (as defined in the Intellectual Property Rights section below), such as layout, design, images, texts, programs, MRT’s methods, techniques and know-how and other information, as well as passwords given by MRT to enable access to the MRT Website, are and will be considered as MRT’s Confidential Information.
4.2 MRT agrees that all information of any nature, including but not limited to business and trade secrets, images, texts, programs, methods, know-how, protocols, internal working documents, prices, subcontractor’s and staff information and any other information of the User to which MRT has access under these Terms and Conditions are and will be considered as the User’s Confidential Information.
4.3 Except for any disclosures required by law, regulation, or court order, User and MRT shall (i) protect the confidentiality of the Confidential Information of the other party using the same degree of care that it uses with its own confidential information of a similar nature, but with no less than reasonable care, (ii) not use any Confidential Information of the other party for any purpose outside the scope of these Terms and Conditions, (iii) not disclose Confidential Information to any third party, and (iv) limit access to Confidential Information of the other party to the Authorized Users (as to MRT Confidential Information) and on a need to know basis within their own organizations only.
4.4 These confidentiality obligations shall survive the expiry or termination of these Terms and Conditions.
4.5 No confidentiality obligation shall exist to the extent that the applicable information:
(a) has already become rightfully known to the other party (or its subcontractors, if any) prior to the disclosure;
(b) is or becomes publicly known, by publication or otherwise, except by breach of the relevant agreement;
(c) is rightfully obtained by the other party (or its subcontractors, if any) from a third party without similar restrictions and without breach of these confidentiality obligations; or
(d) is independently developed by the other party (or its subcontractors, if any) without breach of these confidentiality obligations.
5.1 All content included in or made available through MRT Services and/or any Service, such as text, data, articles, scales, instruments, questionnaires, COAs, guidelines, manuals, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software (the “Content”) is the property of, as appropriate, MRT or third parties, including without limitation the copyright holders of articles and/or original COAs and their translations and the content suppliers. This Content is protected by French and international intellectual property laws. The compilation of all Content included in or made available through any Service is the exclusive property of MRT and protected by French and international intellectual property laws, where applicable.
5.2 Neither User nor Authorized Users may use the Services nor the Content in any fashion that infringes the intellectual property rights or proprietary interests of MRT or any third party. For the avoidance of doubt, under no circumstances may the User nor Authorized Users use the Content to develop any services that may compete directly or indirectly with MRT Services. Neither User nor Authorized Users may remove or obscure the copyright notice or other notices contained in the Content.
6.1 If User subscribes to MRT Databases, User agrees to only use data or documentation extracted from the Databases for User’s internal reports or other internal documents. User acknowledges that User and any Authorized Users may not use, copy, display, distribute, modify, publish, reproduce, store, transmit, create derivative works from, or sell or license all or any part of the Content, products or services obtained from any data or documentation extracted from the Databases in any form or by any means to any third party without MRT’s prior written consent. For instance, User may not share, publish, or communicate any data or documentation extracted from the Databases in any external communications, such as congresses and conferences, without MRT’s prior written consent. MRT reserves the right, at its sole discretion, to authorize or not authorize any external use by User of any data or documentation extracted from the Databases.
6.2 User assumes all risks related to the use of any information provided in the Databases.
6.3 User understands and agrees that PROQOLID only provides information on the COAs. In no event are Users or Authorized Users authorized to use the COAs. The access provided by PROQOLID does not constitute a licence to use the COAs. PROQOLID does not provide copies of the COAs. In some cases, PROQOLID may provide review copies of the COAs. Review copies are sample copies of the COAs provided to the User or its Authorized Users for information purposes only and do not allow User or its Authorized Users to use this copy in projects, studies, etc. Should the User wish to use the COA, User shall contact the copyright holder of the COA and comply with the conditions of use of the COA.
6.4 As a provider of information, MRT reserves the right to add or withdraw information and modify or otherwise change the Databases’ Content (including features) as deemed necessary by MRT at its sole discretion.
6.5 Links to Other Sites. The Databases may contain hyperlinks to other sites or resources that are provided solely for User’s convenience. MRT is not responsible for the availability of external sites or resources linked to the sites, and it does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Because MRT is not responsible for the availability or accuracy of these outside resources or their contents, User should review the terms and conditions and privacy policies of these linked sites, as their policies may differ from MRT’s.
6.6 MRT and the authors and other providers of information contained in the Databases disclaim any and all warranties, whether expressed or implied, including (without limitation) any implied warranties of merchantability or fitness for a particular purpose. In no event shall MRT nor the authors nor providers of information be liable for any indirect, special, incidental, or consequential damages arising out of any use of or reliance on any information contained herein or in the Databases. Neither MRT nor the authors nor providers of information assume any responsibility for failure or delay in updating or removing the information contained herein or in the Databases.
6.7 Any User who subscribes to PROQOLID™ as a student agrees that she/he (i) shall provide to MRT a valid evidence of her/his student status at the time of her/his order and (ii) shall not have any ties to pharmaceutical companies, Contract Research Organizations or other profit companies or organizations during the Term of her/his subscription to PROQOLID™. In case of change of her/his status during the Term of the PROQOLID™ subscription, User shall promptly inform MRT in writing of such a change and MRT reserves the right to terminate or upgrade the subscription.
Any User who subscribes to PROQOLID™ as an individual academic or any User using the PROQOLID™ subscription of a university or a hospital agrees that she/he shall not have any ties to pharmaceutical companies, Contract Research Organizations or other profit companies or organizations during the Term of the subscription to PROQOLID™. In case of change of her/his status during the Term of the PROQOLID™ subscription, User shall promptly inform MRT in writing of such a change and MRT reserves the right to terminate or upgrade the subscription.
7.1 If User subscribes to PROVIDE™ Services or requests ad-hoc information support services via PROVIDE™, copies of published COAs identified by MRT may be provided to User upon request and in accordance with the COAs’ copyright holder’s specific requirements. User shall respect the conditions of use of each COA and/or international copyrights even though copies of the COA(s)/translation(s) can be obtained in some literature identified within the context of PROVIDE™ Services.
7.2 For unpublished COAs, a “confidential” copy of the COA(s) may be provided to User for review purposes only, provided that a confidentiality agreement has been previously signed by User. However, User agrees that some COAs may NOT be provided without the developer/copyright holder’s written authorization.
7.3 COAs and/or translations are supplied “as is”, and the entire risk as to their use shall be assumed by the User. As translations may not have undergone a full linguistic validation methodology, the level of translation for each COA should be verified by User. MRT shall not be liable for the consequences resulting from the use of the translations that can be obtained from their copyright holder(s) or identified in the literature.
7.4 User agrees that for the annual subscription to the PROVIDE (Information Support) Services, external expenses, such as, but not limited to (1) royalty fees, (2) articles, (3) developer’s and/or the translation team’s fee for obtaining and/or using the COA and/or its translations, (4) the ordering fee for existing translations from specific distributors, etc., cannot be financed by the prepaid credit package and will be separately invoiced.
8.1 If User subscribes to the COAR, data or information, including but not limited to, original COAs, translations, license agreements, scoring manuals, certificates, or any others documents linked to COAs will be uploaded, submitted and stored in the repository (the “COAR Content”). The COAR Content will be owned, as the case may be, by User, MRT or third parties. Any intellectual property rights on such COAR Content shall remain the exclusive property of User, MRT or third parties (as applicable).
8.2 User acknowledges that User is solely responsible for all the COAR Content originated by User and for the manner in which User classifies, processes and uses the COAR Content for the purpose of its business activities during the term of these Terms and Conditions and thereafter.
8.3 User agrees to only provide COAR Content that does not violate any applicable law or regulation and that does not infringe any third party rights (e.g., without violating any intellectual property rights or breaching a contract). Such content provided to MRT shall only be used for the limited purpose of the provision of the User’s subscription to the COAR and shall not be construed as granting MRT, its subcontractors and/or providers with an intellectual property license to such content.
8.4 For any COAR Content that is owned by a third party, User shall ensure it has obtained any prior agreement required by such third party to have such content uploaded, submited and stored on the COAR and to disclose such content to MRT, its subcontractors and providers as necessary for the limited purpose of the provision of the User’s subscription to the COAR.
8.5 User shall remain fully responsible for organizing the recovery of the COAR Content in a sufficient period of time before the expiration or termination of its subscription to the COAR. If User wishes MRT and its providers organize the data migration, User shall send a written notice to MRT no later than three (3) months prior to the expiration or termination of its subscription to the COAR to obtain a quotation for the implementation of such data migration, and MRT shall have no obligation to complete any such migration unless and until MRT and User have agreed in writing to terms and timelines required for such migration. Upon termination or expiration of User’s subscription to the COAR, the access to the repository will be interrupted, all the COAR Content will be destoyed by MRT, and MRT will not be able to retrieve any User’s COAR Content once the account is closed.
9.1 If User buys a Manual via the MRT Website, MRT will send it by post to the address specified by User within fifteen (15) business days upon receipt of the payment from User. The Manual prices indicated on the MRT Website do not include shipping costs that may vary depending on User’s location and VAT or other applicable taxes and fees. Under no circumstances shall MRT be responsible for any loss or delay in the delivery of any Manual once released by MRT for shipment.
9.2 Returns are acceptable within fifteen (15) days of the date that the User received the Manual. The Manual can be mailed with its original invoice to: Mapi Research Trust, 27 rue de la Villette, 69003 Lyon, FRANCE. Refunds will only be accepted by MRT if the Manual is returned intact “as new” by the User and so that MRT may resell it. Shipping charges are not refundable. The User will be reimbursed within one (1) month upon receipt of the returned Manual.
9.3 User acknowledges that (i) the Manual is copyrighted by Mapi SAS and (ii) no part of the Manual may be copied, reproduced, stored in any retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Mapi SAS.
10.1 Term. The User will be bound by these Terms and Conditions from the first date of User’s registration on the MRT Website until the later to occur of (i) the end date of User’s subscription to the Databases, (ii) the full performance of the Services by MRT, (iii) the date of closure of User’s Client Account, or (iv) the date of receipt of last payment due by User to MRT (the “Term”); unless terminated earlier pursuant to the section below related to Termination.
10.2 Termination. The Services ordered by User on the MRT Webiste may be terminated by MRT at any time in the exercise of its sole discretion in the event of a breach by User of these Terms and Conditions, including but not limited to use of the Services in a manner which is not permitted by these Terms and Conditions or default of payment of the invoices for access to the Services. Should the User wish to cancel all or any part of these Services, MRT must be advised of such cancellation in writing at least 30 (thirty) days in advance. The User agrees to pay for any expenses made, or committed to be made by MRT, in the performance of its duties in relation to the cancelled part of these Services up until the time of cancellation. In addition, the User agrees to pay MRT the fees that relate to the work undertaken in relation to the cancelled part (both up until the time of cancellation and any necessary time that has been spent after this date to close down the Services). These fees will be charged at normal commercial rates in effect on the cancellation date.
11.1 Notwithstanding anything to the contrary suggested or contained in these Terms and Conditions, but in any case excluding personal injury claims; in no event shall User or MRT be held liable for any special, exemplary, indirect, consequential, punitive or circumstantial damages, such as, but not limited to, business interruption, loss of data, lost profit (whether direct or indirect), loss of activity or loss of opportunity, howsoever arising in relation to these Terms and Conditions, even if such party has been advised, knows or should have known of the possibility of such damages arising out of, or in connection with, any services or performance of their respective obligations under these Terms and Conditions.
11.2 Notwithstanding anything to the contrary suggested or contained in these Terms and Conditions, (but without prejudice to section 11.1) and to the fullest extent permissible under applicable law, but in any case excluding personal injury claims; the maximum aggregate liability of MRT to the User in contract, tort (including negligence, breach of statutory or other duty), misrepresentation, representation, restitution, delay, failure to perform, claims under the indemnities in these Terms and Conditions or otherwise howsoever arising in relation to these Terms and Conditions shall not exceed the total amount of fees paid under these Terms and Conditions.
11.3 User agrees to defend, indemnify and hold harmless MRT, its agents, suppliers and licensors from any claims and expenses, including reasonable legal fees, related to any breach of these Terms and Conditions by User or any Authorized User and/or any improper use of the Services by User or any Authorized User.
12.1 MRT represents and warrants that it and its Services shall comply with all applicable personal data protection laws. Some information about User is registered in an internal database (information about User as a company and information about User’s contact people). This information enables the MRT staff members to contact User in the context of a project or for other business activities. As required by the French personal data protection Law N° 78-17 of 6 January 1978 modified, the MRT database was declared to the French commission (CNIL) and registered by this commission; MRT staff members who use this information are required to apply the law. User as a company and/or User’s contact people have a right of accession and correction of the data registered about them. User and/or User’s contact people may also object to the processing of this data on legitimate grounds (in accordance to the above-mentioned Law). To this end, please contact Mapi Research Trust, 27 rue de la Villette, 69003 Lyon, France.
12.2 User agrees that the processing of any personal data by User in connection with the Services shall be compliant with (i) any applicable privacy, security and data protection laws, (ii) the requirements of any applicable data protection or data privacy program adopted and approved by the European Union, European Economic Area or Switzerland, the governmental or regulatory authorities of the United States of America, and other applicable countries. User shall have implemented and shall maintain an adequate level of protection for the transfer of personal data from the European Economic Area and/or Switzerland to the United States of America respectively.
13.1 MRT reserves the right to change, modify, add or remove portions of these Terms and Conditions in its sole discretion at any time. User must check periodically for any modifications at https://eprovide.mapi-trust.org/terms-and-conditions, and User’s continued use of the MRT Website following the posting of any changes will mean that User has accepted the changes.
13.2 User agrees that these Terms and Conditions shall overrule any other terms and conditions of the User contained in any purchase order or any other document.
13.3 Publicity. Neither party shall use the name of the other for any promotional purposes without the prior written consent of the party whose name is to be used.
13.4 Force Majeure. MRT shall not be liable or deemed to be in default for any delays or failure in performance or interruption of the Services resulting directly or indirectly from any cause or circumstance beyond its reasonable control.
13.5 Assignment. User may not assign its rights or delegate its duties under these Terms and Conditions without the prior written consent of MRT. These Terms and Conditions and any amendment thereto shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted assigns.
13.6 Severability. These Terms and Conditions will be enforced to the fullest extent permitted by applicable law. If any provision of these Terms and Conditions is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and modified to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of these Terms and Conditions.
13.7 Survival. Notwithstanding expiration or termination of these Terms and Conditions for any reason, rights and obligations herein which by their nature should survive will remain in full force and effect. In particular (and not by way of limitation), the provisions related to obligations of confidentiality, liability, intellectual property rights, personal data protection law, dispute and applicable law will survive expiration or termination of these Terms and Conditions.
13.8 Dispute & Applicable Law. By using the MRT Website and any of the Services, User agrees that the laws of France, without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any sort that might arise between User and MRT. User submits to and agrees that the sole jurisdiction and venue for any actions which may arise under or in relation to the subject matter hereof shall be the courts located in Lyon, France.