EXCELSIOR Terms of Use

1. Adherence to the Agreement.

If you are an employee of a Customer or are an individual identified to access and use the Site under the Agreement, as a condition to your use of the Site, you agree to adhere to the terms of the Agreement and agree not to take any action or fail to take any action that in either case would cause Customer to violate the terms and conditions of the Agreement.

2. Applicability of General Terms.

Sections 3 to 7 and 9 to 13 below are referred to as the “General Terms.” If you are an employee of a Customer or are an individual identified to access and use the Site under the Agreement at the time of your access to and use of the Site, the General Terms do not apply to your access and use of the Site.  If you are neither an employee of a Customer nor an individual identified to access and use the Site under the Agreement at the time of your access and use of the Site, the General Terms apply to your access and use of the Site.

3. Access and Account Security.

To access the Site or some its features, you will have to provide certain registration details or other information and establish an account (“Account”). You represent and warrant to us that all information provided to us in the registration or creation of your Account is accurate, current, and complete, and that you will keep your Account information accurate, current, and complete. If we have reason to believe that your Account information is untrue, inaccurate, out-of-date, or incomplete, we reserve the right, in our sole and absolute discretion, to suspend or terminate your Account. You are not authorized to, and shall not, give access to the Site or share your Account or Account information with any unauthorized person or entity. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure and confidential, including without limitation your username and password. You also agree to ensure that you log out from your Account at the end of each session. You must notify us immediately of any breach of security or unauthorized use of your Account. MERIT will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss MERIT or others incur caused by your Account, whether caused by you or by an authorized or unauthorized person. We reserve the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion, including if we determine you have violated any provision of these Terms of Use.

4. Restrictions on Use of the Site.

Subject to these Terms of Use, you may access and use the Site solely for the purposes and for such trial(s) as directed by the Customer.  You shall not directly or indirectly through or with one or more other persons (a) decompile, disassemble, or reverse engineer the Site to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of the Site, or (iii) copy any ideas, features, functions, or graphics of the Site; (b) use the Site to develop a competing service or offering; (c) unless otherwise explicitly permitted in a separate agreement with us, provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the content provided by the Site for the benefit of any third party; or (d) unless otherwise explicitly permitted in a separate agreement with us, remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Site.

5. Other Restrictions on Use of and Access to the Site.

You represent and warrant that you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and that you are not listed on any U.S. government list of prohibited or restricted parties. In addition, when using or accessing the content on the Site, you shall not directly or indirectly through or with one or more other persons:

1. post or transmit any content that is infringing, libelous, defamatory, abusive, offensive, obscene, pornographic, or violates any law or right of us or any third party, or is otherwise in violation of these Terms of Use;
2. abuse, harass, impersonate, intimidate, or threaten any person or entity;
3. post or transmit any content that links to sales or marketing schemes or off-topic content;
4. post or transmit any content that contains software viruses or any other computer code, file, or program designed to interrupt, destroy, or limit the features or functionality of any software, hardware, or telecommunications equipment;
5. use any robot, spider, scraper, or other automated means to access or use the content generated by the Site for any purpose without our express written permission, or otherwise take any action that may impose an unreasonable or disproportionately large load on our infrastructure;
6. bypass any measures we may use to prevent or restrict access to or use of Site, or otherwise interfere or tamper with our administration or the proper working of the Site; or
7. take any other action that is improper, unfair, or otherwise adverse to us or to the operation of the Site or detrimental to any User or Customer of the Site.

6. Intellectual Property Rights.

Except for Customer Data (as defined in Section 7), the Site and its content, features, and functionality (including but not limited to, all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by us, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Unless otherwise permitted under an Agreement, you shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site, except that you may: (i) temporarily store such materials on your computer in RAM or caching incidental to your access and viewing of those materials, and (ii) print a reasonable number of pages of the Site as necessary solely for recordkeeping purposes as required by applicable law. The preceding sentence does not apply with respect to materials that constitute Customer Data. We reserve all right, title, and interest, express or implied, in and to the Site; System Data; our software, applications, tools, logos, marks, processes, and systems; and the data, information, and other content we provide (collectively the “MERIT Technology”). “System Data” means technical, configuration, statistical, utilization, and other information related to the use of the Site. If you make improvements or other modifications to the MERIT Technology when using the Site, you hereby grant MERIT a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license (with the right to assign and sublicense) to use, display, copy, distribute, modify, make derivative works of, sell, and import such modifications and improvements.

7. Customer Data, User Content.

As between you and us, the Customer on whose behalf you are using the Site owns all data and other content input into the Site by you, which data and other content is not otherwise a part of the MERIT Technology (collectively, “Customer Data”). You warrant that you (y) shall comply with all applicable U.S. and foreign privacy laws with respect to the collection, use, retention, and disposal of all the Customer Data; and (z) your use, copying, displaying, and distribution of the Customer Data complies with all laws and the terms and policies (including terms of use and privacy and security policies) from whom the Customer Data is obtained or relates. You understand and acknowledge that you are responsible for Customer Data, and you, not us, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any Customer Data posted by you or any other User of the Site. We may remove any Customer Data that we determine to be in violation of the foregoing warranty.

8. Suspension.

We may suspend your access to the Site, in whole or in part, (a) to prevent damage to, or degradation of, the MERIT Technology; (b) to comply with any law, court order, or governmental request; or (c) if you violate these Terms of Use or applicable Agreement. We will use reasonable efforts to provide you with notice before or promptly following any suspension of your access to the Site. These Terms of Use are not to be construed as imposing any obligation on us to monitor Customer Data, any data or other content input into the Site, or your use of the Site.

9. Indemnification.

You shall indemnify, defend, and hold harmless MERIT and its affiliates, subsidiaries, and successors, and each of our and their respective officers, directors, employees, representatives, independent contractors, customers, and agents from and against any and all claims, losses, liability, damages, costs, fees, fines, penalties, charges, and expenses (including reasonable out-of-pocket expenses and attorneys’ fees) arising out of or relating to your breach or alleged breach of any of your representations, warranties, or obligations under these Terms of Use, your violation of a law, your provision or receipt of any products or services to or from any third party, or infringement of the intellectual property rights of MERIT or a third party.

10. Disclaimer of Warranties.

THE SITE IS MADE AVAILABLE TO YOU “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. MERIT AND ITS VENDORS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, AND NON-INFRINGEMENT. MERIT MAKES NO WARRANTIES AND WILL HAVE NO RESPONSIBILITY WITH RESPECT TO THE RESULTS OF ANY ACTION YOU OR ANY THIRD PARTY MAY TAKE BASED ON CUSTOMER DATA OR USE OF ANY MERIT TECHNOLOGY, AND MERIT WILL HAVE NO LIABILITY FOR ANY CLAIM ARISING FROM ANY USE OF SUCH INFORMATION OR RESULT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MERIT OR ITS AUTHORIZED REPRESENTATIVES CREATES ANY WARRANTIES OR IN ANY WAY INCREASES THE SCOPE OF MERIT’S OBLIGATIONS UNDER THESE TERMS OF USE. THE SITE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT MERIT AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; AND (B) UNAUTHORIZED THIRD PARTIES (e.g., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE CUSTOMER DATA, WEBSITES, COMPUTERS, OR NETWORKS. MERIT WILL NOT BE LIABLE FOR ANY SUCH ACTIVITIES NOR WILL SUCH ACTIVITIES CONSTITUTE A BREACH BY MERIT OF ITS OBLIGATIONS UNDER THESE TERMS OF USE IN CONNECTION WITH THE MERIT TECHNOLOGY. YOU MAY ACCESS AND BE PROVIDED CONTENT OR OTHER INFORMATION REGARDING PRODUCTS AND SERVICES PROVIDED BY PERSONS AND ENTITIES OTHER THAN MERIT (“THIRD-PARTY INFORMATION”). ALL THIRD-PARTY INFORMATION IS PROVIDED AS-IS, WITHOUT WARRANTIES OF ANY KIND AND MERIT MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO ANY THIRD-PARTY INFORMATION, OR AS TO THE ACCURACY, CURRENCY, OR COMPREHENSIVENESS OF THE SAME.

11. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MERIT, ITS AFFILIATES, SUBSIDIARIES, AND SUCCESSORS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND INDEPENDENT CONTRACTORS, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, OR ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

12. Feedback.

We welcome suggestions, comments, or other feedback (collectively, “Feedback”) with respect to our offerings and services, including the Site.  Feedback is voluntary and we are not required to hold it in confidence.  We may use Feedback for any purpose, including the improvement of the Site. You hereby grant us an irrevocable, non-exclusive, perpetual, royalty-free license to use, display, copy, distribute, modify, make derivative works of, sell, and import the Feedback in connection with MERIT’s business, including enhancement of the Site.

13. General Provisions.

• 13.1 Waivers. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under these Terms of Use, and no course of dealing between you and us, operates as a waiver or estoppel by MERIT of any right, remedy, or condition. A waiver made by MERIT in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion or against any other person. To the extent that any course of dealing, act, omission, failure, or delay in exercising any right or remedy by MERIT under these Terms of Use constitutes the election of an inconsistent right or remedy, that election does not either constitute a waiver of any right or remedy, or limit or prevent the subsequent enforcement by MERIT of any provision of these Terms of Use.
• 13.2 Assignment. Without the prior written consent of MERIT, you shall neither (a) assign, whether voluntarily or involuntarily, these Terms of Use or any of your rights under these Terms of Use, nor (b) delegate any performance under these Terms of Use except as otherwise expressly permitted by us in writing. Any purported assignment or delegation in violation of this Section will be void. We may assign these Terms of Use and any or all of our rights and delegate any or all of our obligations hereunder by providing notice to you. These Terms of Use bind and benefit you and MERIT and each of your and our respective heirs, executors, administrators, legal representatives, and permitted successors and assigns.
• 13.3 Governing Law. The laws of the State of Wisconsin govern all matters arising out of or relating to these Terms of Use, including, without limitation, its interpretation, construction, performance, and enforcement, without giving effect to such state’s conflicts of law principles or rules of construction concerning the drafter hereof. You hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located in Dane County, Wisconsin for the purpose of any suit, action, or other proceeding arising out of or based upon these Terms of Use, which courts are the exclusive forum for any such suit, action, or other proceeding. If we are the prevailing party in any such dispute, we may recover our reasonable attorneys’ fees related to such dispute.
• 13.4 Severability. If any provision of these Terms of Use is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of these Terms of Use will not be affected or impaired.
• 13.5 Changes to the Terms of Use. We reserve the right at our discretion to change the Terms of Use at any time. We will post the most current version of the Terms of Use to the Site. If we make a material change to these Terms of Use, we will notify you by posting a notice on the Site for a reasonable period of time after such changes are made and by changing the last modified date listed below. Changes will take effect as described in the notice, if provided. If you use or access the Site after the change takes effect, you accept the Terms of Use as modified.
• 13.6 Entire Agreement. These Terms of Use and the Agreement, if applicable, are the complete and exclusive expression of our agreement on the matters contained in these Terms of Use. All prior and contemporaneous negotiations, term sheets, letters, memoranda, and other discussions and agreements, either oral or in writing, between us on the matters contained in these Terms of Use are expressly merged into and superseded by these Terms of Use. No provision of these Terms of Use may be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into these Terms of Use, you have not relied on any statement, representation, warranty, or agreement of MERIT or any other party except for those expressly contained in these Terms of Use. You may have entered into, or may in the future enter into, one or more separate agreements relating to MERIT’s provision of products or services not covered by these Terms of Use. These Terms of Use will not affect the terms of such other agreement or agreements and such other agreement or agreements will not affect the terms of these Terms of Use.
• 13.7 How to Contact MERIT.  You can contact us via email (support@meritcro.com) or at the following address:

MERIT CRO, Inc.

6527 Normandy Lane, Suite 100

Madison, WI 53719

To be effective, any notice to MERIT given in connection with these Terms of Use must be in writing and (a) delivered in person, (b) mailed by certified or registered mail, return receipt requested, postage prepaid, (c) sent by same-day messenger or nationally recognized overnight delivery service, with all fees prepaid, or (d) sent by email, with acknowledgment of receipt by either the intended recipient or other third party confirmation of delivery service (with an automatic “read receipt” not constituting receipt of an email). A notice to MERIT is effective on the earlier of (x) the date it is delivered in person, (y) the date it is delivered to MERIT as indicated by the date of the acknowledgement or signed receipt, or (z) with respect to an email, the date on which the email is confirmed, provided that if such date is not a business day or the confirmation time is after 5:00 p.m. local time of the recipient on a business day, then the following business day. We may update our email address or physical address at any time with notice to you or by posting the updated information to this page. Any notices to you shall be provided to you via the email address or physical address you provide to MERIT during the registration process. Notices to you are effective when MERIT sends such notice.