Terms of Services

Last Updated: June 1, 2017

inVibe Labs, LLC (“inVibe”, “we” or “us” operates the websites located at https://www.invibe.co/, https://www.invibelabs.com/, and http://www.invibe.expert/ (individually and collectively, the “Site”). inVibe provides a variety of services in connection with the Site, such as market research recruitment of patients and health care providers, healthcare market research data collection, and data access services accessible via our Site (such services, collectively with the Site, “Services”). Please read these Terms of Service (the “Terms”) carefully because they govern your use of the Services. By using our Services, you agree to be bound by these Terms.

If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity. If you’re a customer that pays for the use of the Services (e.g., by having commissioned a research study to inVibe), such use is governed by a separate agreement between inVibe and you, and, in case of inconsistencies with these Terms, such agreement will control.

IMPORTANT: You may not use the Services in any capacity if you are a HIPAA Covered Entity. Therefore, you represent that you are not one of the following: (i) a provider of healthcare that bills Medicare/Medicaid or other insurers electronically; (ii) an entity that engages in any electronic healthcare billing using standard insurance-related claims transactions; nor, (iii) an entity that processes non-standard transactions into standard transactions, or vice versa.

Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Who May Use the Services

You may use the Services only if you are 18 years or older and are not barred from using the Services under applicable law.

In addition, if you intend to participate in any form of recruitment via the Services, such participation may be subject to additional eligibility criteria or other requirements. In addition, you may have to create an account (“Account”). It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

Payment; Gift cards

If you have been admitted to participate in certain forms of recruitment via the Services, we may in our discretion decide to send you a gift card in appreciation of such participation. We may suspend or discontinue such practice at any time in our discretion.

If you are a client that has commissioned research studies to us, we will charge you for your use of the Services as separately agreed upon between inVibe and you.

Feedback

We welcome your feedback, comments, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at info@invibe.co. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Content and Content Rights

For purposes of these Terms: (i) “Content” means text, research surveys, studies, programs, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content.

Content Ownership, Responsibility, and Removal

inVibe does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, inVibe and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

By making any User Content available through Services you hereby grant to inVibe a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders and to use User Content for statistical and benchmarking purposes. Without limiting the foregoing, to the extent you participate in any form of patient recruitment through the Services, you acknowledge and agree that we may use and share any information about you as set forth in our Privacy Policy.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by inVibe on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

General Prohibitions

inVibe imposes certain restrictions on your permissible use of the Website and participation in any of our research surveys, studies, programs, or Services. You agree not to do any of the following:

• Access content or data not intended for you, or logging onto a server or account that you are not authorized to access;
• Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
• Use, display, mirror or frame the Services or any individual element within the Services, inVibe’s name, any inVibe trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without inVibe’s express written consent;
• Access, tamper with, or use non-public areas of the Services, inVibe’s computer systems, or the technical delivery systems of inVibe’s providers;
• Attempt to probe, scan or test the vulnerability of any inVibe system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by inVibe or any of inVibe’s providers or any other third party (including another user) to protect the Services or Content;
• Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by inVibe or other generally available third-party web browsers;
• Use any meta tags or other hidden text or metadata utilizing an inVibe trademark, logo URL or product name without inVibe’s express written consent;
• Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

DMCA/Copyright Policy

inVibe respects copyright law and expects its users to do the same. It is inVibe’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

Links to Third Party Websites or Resources

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at info@invibe.co. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Warranty Disclaimers

The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. Finally, we make no warranty or other promise that the Services are HIPAA-compliant.

Indemnity

You will indemnify and hold harmless inVibe and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, investigations, fines, and other costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.

Limitation of Liability

NEITHER INVIBE NOR ANY OTHER party involved in creating, producing, or delivering the services or content will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER TO YOU.

In no event will INVIBE’S total liability arising out of or in connection with THESE TERMS OR FROM THE USE OF OR INABILITY TO USE the ServiceS or content EXCEED THE AMOUNTS YOU HAVE PAID TO CLIENT FOR USE OF THE SERVICES OR content OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO INVIBE, AS APPLICABLE.

DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES arising out of or in connection with thESE TERMS or from the use OF or inability to use the ServiceS or CONTENT, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not INVIBE has been informed of the possibility of such damage, EVEN IF A limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PUrPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLIENT AND YOU.

Governing Law

These Terms and any action related thereto, including dispute resolution, will be governed solely by the laws of the State of California without regard to its conflict of laws provisions. You expressly agree that exclusive jurisdiction for any claim or action arising out of or relating to these Terms shall be a court of competent jurisdiction located in Los Angeles, California, the United States.

General Terms

These Terms constitute the entire and exclusive understanding and agreement between inVibe and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between inVibe and you regarding the Services and Content. You may not assign or transfer these Terms, by operation of law or otherwise, without inVibe’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. inVibe may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by inVibe under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

inVibe’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of inVibe. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact inVibe at: