Diligent Pharma Provider Terms of Use

Effective Date: February 23, 2024

The terms “Diligent,” “we,” “us” and “our” refer to Diligent Pharma, Inc. and its affiliates (“Diligent Pharma”). Use of the Diligent® Qualification Platform (the “Platform”) is subject to the following terms of use (“Terms of Use”). By clicking agree, you, as the clinical service provider (“you” or “Provider”) affirmatively accept these Terms of Use. Please read these Terms of Use carefully and ensure that you understand them. If you do not agree to the Terms of Use, you should not use the Platform.

DILIGENT PHARMA MAY UPDATE THESE TERMS OF USE AT ANY TIME, IN ITS SOLE DISCRETION. EACH TIME YOU USE DILIGENT, THESE TERMS OF USE, AS THEY THEN READ, WILL GOVERN YOUR USE OF THE PLATFORM. IN THE EVENT OF AN UPDATE, YOUR CONTINUED USE OF THE PLATFORM FOLLOWING THE POSTING OF ANY CHANGES, SIGNALS YOUR UNDERSTANDING OF, AND AGREEMENT TO, SUCH CHANGES.

The Platform is intended for use only by individuals who are at least 18 years old and by using the Platform you represent that you are at least 18 years old. If you are consenting to these Terms of Use on behalf of a legal entity, you represent and warrant that you have the authority to consent to these Terms of Use on behalf of the entity.

1. Scope and Platform License

a. The Platform permits companies who have entered into an agreement with Diligent Pharma (“Authorized Consumers”) seeking service from providers of clinical services like you, to search for and request their qualification credentials, including qualification questionnaires, also called Requests for Information (or RFIs), and Vendor Qualification Assessment audit reports (or VQAs).

b. Diligent Pharma hereby grants to Provider during the Term (defined below), a non-exclusive, non-transferable, limited right and license to use the Platform for its internal business purposes (the “Platform License”).

2. Provider Data

a. As a condition to the Platform License, Provider agrees to provide to Diligent Pharma, data and information related to Provider’s business (including Confidential Information), as requested by Diligent Pharma (collectively, the “Provider Data”). Upon the Provider’s prior written authorization, Diligent Pharma will provide Authorized Consumers with access to the Provider Data via the Platform. No Provider Data will be disclosed by Diligent Pharma to Authorized Consumers or any third party without the prior authorization of Provider. Provider hereby grants to Diligent Pharma a royalty-free, non-exclusive, worldwide right and license during the Term, to access, store and use the Provider Data as necessary to enforce its rights and perform its obligations under these Terms of Use.

b. Provider represents and warrants that the Provider Data will be accurate and complete in all respects. Provider shall promptly correct any errors or inaccuracies related to the Provider Data which Provider becomes aware.

c. Notwithstanding anything to the contrary set forth in these Terms of Use, Provider agrees that Diligent Pharma is authorized to use the Provider Data for Diligent Pharma’s analytical and benchmarking purposes, and to improve its offerings and technology, provided that all such data is aggregated and de-identified to third parties. Any derivative works of, or improvements to Diligent Pharma’s offerings, including the Platform, arising from the use of Provider Data in accordance with this Section are the exclusive property of Diligent Pharma.

3. Authorized Master User

The term “Authorized Master User” refers to Provider’s employee or representative who is authorized by Provider to use the Platform and has been supplied user credentials. The “Authorized Master User” will have permissions and rights assigned within the Platform that allow the “Authorized Master User” to create additional “Authorized Users” (or “Client Child Users” as defined within the Platform) for access to the Platform. The term “Authorized User” refers to Provider’s employees who have been authorized by Provider to use the Platform and have been supplied user credentials by the Provider. The “Authorized Master User” assumes all responsibilities for managing the Provider’s user community. All acts and omissions of the Authorized User community for Provider shall be deemed acts or omissions of Provider.

4. Accuracy, Completeness and Timeliness of Information

Diligent Pharma does not assume any responsibility or obligation for the accuracy, completeness, timeliness, or authenticity of information on the Platform. Information obtained via the Platform should not be relied upon or used as the sole basis for making significant decisions without consulting primary or more accurate, complete or timely sources of information.

5. Use of the Diligent Platform

The content included on the Platform, such as text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code, software, any intellectual property, and the selection and arrangement of any of these, are the exclusive property of Diligent Pharma, its affiliates, its licensors and/or its content providers and is protected by copyright, registered trademark, and other applicable laws. Materials on the Platform or obtained through the Platform may be used only for internal business purposes and not as part of any service offerings to third parties. Improper use of information and improper use of any hardware or software with the intent to damage or interfere with the proper working of the Platform or to surreptitiously intercept any system, data or personal information from the Platform, is strictly prohibited. Provider and its Authorized Users may not interrupt or attempt to interrupt the operation of the Platform in any way and Diligent Pharma reserves the right, in its sole discretion, to terminate access to or use of the Platform at any time without notice.

6. Feedback

All remarks, suggestions, ideas, graphics, or other information communicated to Diligent Pharma through or in relation to the Platform (other than personally identifiable information or trademarked or Confidential Information) will forever be the property of Diligent Pharma. Diligent Pharma will be entitled to use such submissions for commercial or other purpose without compensation, credits or notice to the submitter or to any other person. Any use of information obtained from the Platform will be consistent with these Terms of Use and the Privacy Policy located on the Diligent Pharma website at https://www.diligentpharma.com/privacy/

7. Ownership
a. Diligent Pharma owns all right, title and interest in and to the Platform and all programs, code, documentation, methods, information and other materials that are a part thereof, including all intellectual property rights therein. Diligent Pharma does not grant to Provider, and Provider does not obtain by virtue of these Terms of Use or otherwise, any proprietary right or interest in the Platform. Neither Provider, nor anyone on its behalf shall reverse engineer or create any derivative works with respect to the Platform. Subject to the licenses granted to Diligent Pharma in these Terms of Use, Provider retains all right, title, and interest in and to any Provider Data.

b. Intellectual property of Diligent Pharma, including trademarks, logos, and service marks as displayed on the Platform are registered and unregistered trademarks of Diligent Pharma, its affiliates, its licensors, its content providers, and other third parties. All such trademarks, logos, and service marks are the property of their respective owners. Nothing on the Platform shall be construed as granting by implication, estoppel, or otherwise, any license or right to use any trademark, logo, or service mark displayed on the Platform without the owner’s prior written permission, except as otherwise described herein. Any other use of information and/or material contained on the Platform, including, but not limited to, the modification, distribution, transmission, performance, broadcast, publication, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any material, information, software, or services obtained from the Platform, is expressly prohibited.

c. Diligent Pharma respects the intellectual property rights of others and may remove content that it believes may infringe the intellectual property rights of others. If you believe that the Platform has infringed your intellectual property rights, please notify Diligent Pharma at the following address: Diligent Pharma Inc., 179 Nassau Street, Suite 3A, Princeton, NJ 08542 USA.

8. DISCLAIMERS

USE OF THE PLATFORM IS AT THE PROVIDER’S SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DILIGENT PHARMA RESERVES THE RIGHT TO RESTRICT OR TERMINATE ACCESS TO THE PLATFORM OR ANY FEATURE OR PART THEREOF AT ANY TIME. DILIGENT PHARMA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MATERIALS ON THE PLATFORM ARE NONINFRINGING, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE PLATFORM WILL BE SECURE; THAT THE PLATFORM WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE PLATFORM WILL BE COMPLETE, ACCURATE, TIMELY, OR AUTHENTIC. PROVIDER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DILIGENT PHARMA OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY OF ANY KIND.

9. LIMITATION OF LIABILITY

a. IT IS UNDERSTOOD AND ACKNOWLEDGED THAT FULL RESPONSIBILITY FOR USE OF THE PLATFORM IS AT THE PROVIDER’S SOLE RISK AND DISCRETION. DILIGENT PHARMA, ITS AFFILIATES OR BUSINESS PARTNERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE PLATFORM OR WITH THE DELAY OR INABILITY TO USE THE PLATFORM, OR FOR ANY INFORMATION OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE PLATFORM, OR OTHERWISE ARISING OUT OF THE USE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF DILIGENT PHARMA OR ANY OF ITS AFFILIATES OR BUSINESS PARTNERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

b. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DILIGENT PHARMA AND ANY OF ITS REPRESENTATIVES FOR ANY CLAIM, LOSS OR DAMAGE ARISING OUT OF OR RELATED TO THESE TERMS OF USE EXCEED TEN THOUSAND AND 00/100 ($10,000.00) DOLLARS.

10. Indemnification

Provider agrees to indemnify, defend and hold harmless Diligent Pharma and its officers, directors, employees, agents, licensors, and suppliers, from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from Provider’s use of the Platform or any services offered or accepted through the Platform and any violation of these Terms of Use. If technical disruption of the Platform or the systems supporting it occurs due to a Provider’s or its Authorized Users’ action or inaction, the Provider agrees to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. Diligent Pharma reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification and, in such case, Provider agrees to cooperate with Diligent Pharma in defense of such matter.

11. Confidentiality

a. Diligent Pharma will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Platform. “Confidential Information” means all confidential, non-public, and proprietary information which would reasonably be understood to be confidential or proprietary in nature, whether the information was marked as such and whether disclosed in oral, written, machine-readable or other form.

b. Except as necessary to perform Diligent Pharma’s obligations or exercise its rights under these Terms of Use, Diligent Pharma will not disclose, communicate or divulge to another party, or permit the disclosure, communication or divulgence to another, or use any Confidential Information of the Provider. Diligent Pharma will (a) protect such Confidential Information by using at least the same degree of care it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care, (b) disclose such Confidential Information only to its employees, agents and independent contractors who each have a need to know in connection with these Terms of Use, and (c) advise each of its employees, agents and independent contractors who have access to such Confidential Information of the obligation to maintain the confidentiality of the information.

c. The obligations of non-use and disclosure set forth in this Section do not apply to information that is: (a) in the public domain or becomes generally known through no fault of Diligent Pharma; (b) rightfully known to Diligent Pharma without an obligation of confidence prior to disclosure hereunder; (c) lawfully obtained without obligation of confidentiality from a third party entitled to disclose such information; (d) required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure; or (e) disclosed in response to a valid order of a court or other governmental body, but only to the extent and for the purpose of such order. If any disclosure is required under (d) or (e) above, the Diligent Pharma shall promptly notify the Provider of the disclosure requirement and will cooperate with the Provider, at the Provider’s expense, to obtain a protective order or otherwise limit or avoid such compelled disclosure.

d. Diligent Pharma’s use of Provider Data as permitted by these Terms of Use shall not constitute a breach of this Section. Company represents that each Authorized Consumer is obligated under its respective agreement with Company to maintain the confidentiality of the Confidential Information of both the Company and the Provider whose Confidential Information may be accessed on the Platform.

12. Term

These Terms of Use shall remain in full force and effect while Provider uses the Platform (“Term”). Provider may terminate these Terms of Use upon thirty (30) days’ written notice to Diligent Pharma. Diligent Pharma may terminate Provider’s access to the Platform upon fifteen (15) days’ written notice to Provider.

13. Jurisdiction

These Terms of Use shall be interpreted and construed in accordance with the laws of the State of New Jersey, USA without regard to principles of conflicts of the law thereof, and any disputes arising hereunder shall be adjudicated in the federal or state courts of New Jersey, USA to whose jurisdiction the parties hereto hereby irrevocably submit and as to venue the parties hereto hereby waive all objections.

14. Entire Agreement

These Terms of Use constitute the entire agreement between Diligent Pharma and Provider and supersedes all prior agreements, negotiations, representations and proposals, written and oral, relating thereto.

15. No Assignment

Provider may not assign these Terms of Use or the rights and obligations hereunder without the express prior written consent of Diligent Pharma, which may be withheld in Diligent Pharma’s discretion. Diligent Pharma may assign these Terms of Use and its rights and obligations hereunder without the consent of Provider.

How to Contact Us

Questions or comments about these Terms of Use or the Platform may be directed to: admin@diligentpharma.com