MedaSystems Case Management Platform
Terms of Service
Effective Date: December 6, 2022
1) Legally Binding Agreement. These Terms of Service (“Terms'' or “Agreement”) explain the rules for your use of MedaSystems’ secure cloud-based communication and content management platform enabling the management and processing of requests for access to investigational drugs (the “Service”). By checking the box acknowledging you have read these Terms when you create an account, you accept these Terms and enter into a legally binding agreement with MedaSystems, Inc. pertaining to your use of the Service. PLEASE READ THE TERMS AND PRIVACY POLICY CAREFULLY BEFORE CLICKING “CREATE ACCOUNT.” If you do not agree to these Terms, you must not use the Service.
2) Who We Are. The Service is operated by MedaSystems, Inc. (“MedaSystems”, “we”, “us,” “our”), a Delaware corporation, with offices located at 3475 Edison Way, Suite R, Menlo Park, CA 94025. We do not sell or provide access to any investigational medical products. We do not provide medical care services and cannot provide assistance in the case of an emergency. To contact us please email support@medasystems.com.
3) Definitions.
a. “Applicable Law” means all United States and international laws, rules, or regulations applicable to use of the Service or to expanded access/compassionate use of investigational medical products, including but not limited to Title 21, Part 312 of the United States Code of Federal Regulations, the Health Insurance Portability and Accountability Act (“HIPAA”) privacy regulations, and any other applicable laws, rules, or regulations.
b. “Customer” is a life sciences company who has entered into a Software-as-a-service (SaaS) Agreement, Master Hosting Service Agreement, Master Subscription Agreement, Pilot Agreement, Beta Testing Agreement, Evaluation Agreement, or other applicable agreement (collectively, “Contract”) with MedaSystems pertaining to use of the Service.
c. “You” or “your” means each user of the Service who is over the age of eighteen (18) who is either a) an employee, contractor, or agent of a Customer permitted to use the Service; b) a licensed physician, or staff member designated by a licensed physician, who uses the Service to request from a Customer access to investigational drugs on behalf of a patient, or who uses the Service to manage any treatment or data collection relating to access to investigational drugs; or c) a patient or their authorized caregiver who uses the Service to submit a request for access to investigational drugs to Customer.
4) Privacy and Security. We maintain appropriate administrative and technical controls to safeguard the security and privacy of information exchanged through the Service. To learn about our information collection, use, and privacy and security practices associated with the Service, please review our Privacy Policy (available on our website), which is incorporated into and made part of these Terms.
5) Changes to These Terms. We reserve the right to change or replace these Terms at any time at our sole discretion. A link to the current version of the Terms is available on the login page for the Service. Please check back from time to time to ensure that you are aware of any changes or updates to these Terms. We will indicate the Terms’ effective date at the top of this page. If we make material changes that would impact your use of the Service, we will endeavor to notify you of the changes, if feasible, such as by posting a notice directly on the Service, by sending you an email, or by any other reasonable method. Your continued use of the Service after any changes have been posted indicates your acceptance of any changed Terms.
6) Updates to the Service. We can make necessary deployments of changes, updates or enhancements to the Service at any time, at our sole discretion. We may also add or remove functionalities or features, or we may suspend or stop the Service altogether.
7) Suspension and Termination of the Service. We do not guarantee that the Service, or any content therein, will always be available, or be uninterrupted, or provided to you at any kind of service levels. We may suspend or withdraw or restrict the availability of all or any part of the Service for any reason at any time.
8) Secure Access. You agree to access the Service only from a secure, non-public device, and to use appropriate safeguards such as personal firewalls, adware/spyware protection, and up-to-date virus protection and access control designed to protect the confidentiality, integrity, and availability of the content accessible through the Service. You are responsible for installing and maintaining all equipment and systems necessary to access the Service and for paying all charges related thereto.
9) Username and Password; Account Access. To use the Service, you must create a unique user account with a username and password. You are solely responsible for keeping your username and password strictly confidential, and are responsible for any activity that occurs under your username. You may not permit anyone else to use your username and password, and may not use anyone else’s username and password. You may not attempt to gain unauthorized access to any other user’s username and password.
Beyond requesting that you supply a username and password (or other authentication) before being granted access to the Service, we will not be required to make any additional efforts to verify the identity or authorization of those accessing or attempting to access the Service through your account. You are responsible for ensuring that all persons who access the Service through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them. You understand and agree that we may monitor your use of the Service.
You agree to notify us immediately in the event that (i) your password is lost or stolen, or (ii) you become aware of any unauthorized use of your username and password or of any other breach of security that might affect the Service. We are not responsible for any loss or damage arising from someone else using your username and password or your failure to comply with this section.
We may require password changes on a routine basis or as it otherwise determines necessary. We reserve the right to disable access to the Service for accounts in which no activity has been logged for an extended period of time. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action as we deem necessary or reasonable to protect the security of the Service and users’ accounts, including without limitation terminating users’ accounts, changing users’ passwords, or requesting additional information to authorize transactions on users’ accounts.
10) Acceptable Use. You agree you will not harm the Service or use the Service to harm others, nor will you encourage or assist others in doing the same. You must not: (a) use the Service to, and/or cause us to, violate any Applicable Law (b) damage, disable, overburden, or impair the Service (or any network connected to the Service); (c) resell or redistribute the Service or any part of it; (d) use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; (e) use any automated process or service (such as a bot, a spider, or periodic caching of information) to access or use the Service; (f) use the Service to, and/or cause us to distribute any malware or malicious data; (g) distribute, post, share Data illegally or without permission; (h) use the Service for any purpose that is unlawful, misleading, malicious, or discriminatory, or prohibited by these Terms; (i) solicit login information or access an account belonging to someone else; (j) collect users’ information, or otherwise access the Service, using automated means (such as harvesting bots, robots, spiders, or scrapers); (k) use the Service if you are under the age of eighteen (18); or (l) access or use the Service for any other improper purpose.
11) Independent Medical Judgment. The information and functionality in the Service is not meant to replace the advice of a physician or other appropriate healthcare professional with respect to the cure, treatment, mitigation, or prevention of any disease or other medical condition. You agree and understand that we are not responsible for the medical care of the patient(s) for whom requests for access to investigational drug(s) are submitted through the Service. Some functionality or information available through the Service may include resources that help you evaluate the appropriateness of certain treatment options. You hereby agree and acknowledge that (a) any such functionality is provided solely as a resource to aid in the management and processing of requests for access to investigational drug(s), (b) any such resource does not replace clinical judgment or the determination of the patient’s condition (e.g., diagnosis code, cancer stage, etc.), and (c) we shall not be liable for and you hereby hold us harmless against your use or reliance on any such resource.
12) Patient Informed Consent. By using the Service, you certify that to the extent legally required, the patient to which the request for access to investigational drug(s) pertains has given their legally effective informed consent as required under Applicable Law. You agree to furnish copies of this consent to us or to the relevant Customer upon request.
13) Data Uploaded to the Service. You represent and warrant that you own, or are legally authorized to access and use, all data, text, information, images, x-rays, MRIs, photos, profiles, and other content and materials you submit and/or transmit using the Service, (collectively, “Data”). You shall be fully liable and responsible to ensure that Data does not violate any Applicable Law or these Terms. We may use Data to provide, monitor and improve the Service, and for other purposes as set forth in its Privacy Policy.
Notwithstanding the foregoing, we may monitor, collect, use, and store: usage data, metadata, de-identified data, and other anonymous aggregate data regarding use of the Service (the “Usage Data”).
Except as provided by Applicable Law, you agree not to disclose, provide or distribute any Data accessed through the Service to any person or party other than: (i) the patient to whom the Data applies, (ii) a healthcare provider directly involved in the particular patient’s care, or (iii) a third party to whom the patient expressly directs or consents to disclosure.
You represent and warrant that the information you provide about you is accurate and complete, and that you will undertake commercially reasonable efforts to verify the accuracy of any information provided about patient(s) (if applicable). If you provide any information that is untrue or inaccurate, or fail to exercise such commercially reasonable efforts to verify the accuracy of any information about patient(s), we reserve the right to suspend or terminate your account.
We will process and store all Data as described in our Privacy Policy. You acknowledge and agree that we have the right (but not the obligation) to alter, remove, or refuse to upload, share, or post any Data. You also may have the right to request that we remove your Data, as set forth in our Privacy Policy. You acknowledge that the Service includes the ability to share Data with other users of the Service, and you agree to the Data being shared in this way. For example, a life sciences company employee and a healthcare provider may exchange information needed to review and approve an expanded access request. Upon termination of your MedaSystems account, Data you uploaded may be deleted and may only be retained pursuant to the MedaSystems Privacy Policy, specifically section IX.
We intend for the Service to only contain de-identified information, and strongly encourage you not to disclose any personal or identifying information in your Data (unless pursuant to other applicable agreements). We are not responsible for information that you share or communicate in any of your Data. In the event you upload or disclose any Data into the Service that constitutes protected health information (as defined under HIPAA), you accept full responsibility for the use or disclosure of such information and hereby hold us harmless against claims pertaining to such information.
You agree and acknowledge that any and all Data accessed via the Service are accessed through software applications neither created nor controlled by MedaSystems, including but not limited to applications such as Adobe Reader, Microsoft Internet Explorer, Google Chrome, Mozilla Firefox, or Apple Safari. These applications may grant users access to functionality not approved by Applicable Laws and regulations (e.g., HIPAA), including but not limited to emailing patient records and information to third parties. You agree and acknowledge you are responsible for your compliance with all laws and regulations (e.g., HIPAA) applicable to the handling of medical information viewed or downloaded through the Service. We will take reasonable steps to protect the confidentiality of your account information; however, we make no warranty, guarantee, or representation of such confidentiality or that use of the Service is protected from viruses, security threats or other vulnerabilities.
14) MedaSystems Proprietary Rights. All contents of the Service (other than Data) including but not limited to logos, trademarks, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement belong to us, and/or our suppliers, affiliates, or licensors. We and our licensors own and reserve all rights, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights we expressly grant to you to use the Service. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. The Service and associated content and software are and shall remain our confidential and proprietary trade secrets. You agree to not disclose, distribute, assign or compromise these in any manner.
If you provide comments, suggestions and recommendations to us about the Service (e.g., modifications, enhancements, improvements) (collectively, "Feedback"), you hereby automatically assign all right, title, and interest in such Feedback to us.
15) Limited License. Subject to the terms contained herein, we hereby grant you a limited license to access and use the Service. You agree that you shall use the Service only in accordance with these Terms, Applicable Law, and the rules, policies, and procedures established by us for use of the Service. This license is limited to your use only. This license may not be shared with or transferred or sublicensed to any other party. In the event you share or transfer this license, you acknowledge and agree that you are solely responsible for the actions of any person to whom you provide access. This license expressly excludes, without limitation, any rights to use the Service or the content contained therein for reproduction, duplication, sale, resale or other commercial purposes, or for any data extraction or data mining purposes.
16) Compliance with Law. You agree to comply with all Applicable Laws. Failure to comply with any Applicable Law shall be considered a material breach of these Terms and in the event of such a failure, we shall have the right to terminate this agreement and your access to the Service at any time.
17) Disclaimer of Warranties. TO THE EXTENT NOT PROHIBITED BY LAW, WE (A) PROVIDE THE SERVICE "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE", (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G. WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), AND (C) DO NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
18) Indemnification. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, ACTIONS, CAUSES OF ACTION, SUITS, LIABILITIES, DAMAGES, FINES, PENALTIES, JUDGMENTS, LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND LEGAL COSTS) ARISING OUT OF OR RELATING TO: (1) YOUR USE OF, YOUR INABILITY TO USE, OR YOUR RELIANCE UPON, THE SERVICE OR ANY OF ITS COMPONENTS OR ANY OF OUR OTHER PRODUCTS OR SERVICES; (2) ANY ALLEGATION THAT YOUR SUBMISSIONS OR DATA INFRINGE OR OTHERWISE VIOLATE THE PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; AND/OR (3) YOUR VIOLATION OF ANY OF THESE TERMS OR ANY APPLICABLE LAW.
19) Limitation of Liability. OUR LIABILITY TO YOU IS LIMITED AS SET FORTH BELOW, EXCEPT AND ONLY THE TO EXTENT THAT ANY SUCH LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW.
IN NO EVENT SHALL WE, OUR AFFILIATES, SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ADVISORS AND CONSULTANTS (COLLECTIVELY, THE “MEDASYSTEMS PARTIES”) BE LIABLE TO YOU (WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY) FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA OR INFORMATION OF ANY KIND) ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE SERVICES, EVEN IF THE MEDASYSTEMS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IF APPLICABLE LAW PROHIBITS DISCLAIMER OF DIRECT DAMAGES, THE MEDASYSTEM PARTIES’ AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO FIFTY U.S. DOLLARS ($50). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR TOTAL LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
20) Term. These Terms shall be effective as of the date and time you create an account for the Service, and shall continue until terminated by either party according to this Section.
a. Termination by MedaSystems. You agree and acknowledge that we may terminate this Agreement and revoke, disable, discontinue and/or limit your access to the Service for at any time, with or without cause.
b. Termination by You. You may terminate this Agreement or your account at any time by providing written notice to us (at the address set forth below) and discontinuing your use of the Service.
c. Effect of Termination. Upon termination or expiration of this Agreement or your account, we will promptly discontinue your access to the Service and may remove your Data from the Service (except for any Data copied or stored by other users). Termination or expiration of this Agreement or your account shall not affect any rights or obligations which have accrued prior to such termination or expiration.
21) Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
22) Assignment. You may not assign any of your rights or delegate your obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign these Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
23) Governing Law; Venue; Fees. These Terms will be interpreted and construed in accordance with the laws of the State of California, without regard to conflict of law principles. All disputes arising out of these Terms will be subject to the exclusive jurisdiction and venue of the state courts located in San Francisco, CA and the federal courts located in the Northern District of California, and you hereby consent to the exclusive jurisdiction thereof.
24) Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
25) Force Majeure. We will not be liable for failure, delay, or inaccessibility of the Service to the extent that such failure, delay, or inaccessibility is due to causes beyond our reasonable control, such as acts of God, fire, strikes, pandemic, embargo, terrorism, and regulatory governmental agencies.
26) Independent Contractor. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or use of the Service.
27) Entire Agreement. These Terms, including any terms incorporated by reference into these Terms, constitute the entire agreement between you and us and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these Terms and any Contract, the terms of the Contract will first prevail, followed by the provisions in these Terms.
28) Notices. Notices to us should be sent to the following address:
MedaSystems, Inc.
3475 Edison Way, Suite R
Menlo Park, CA 94025
USA