Terms of Service

Unless otherwise specified in such additional terms as noted above, the Services are offered and available to users who are 18 years of age or older. The Services are not available to children under the age of 13 (or the relevant age in your location) ("Child" or "Children"). If you do not meet all of the relevant eligibility requirements, you must not access or use the Services.

Please review our Privacy Policy, available at https://verily.com/privacy-policy/ ("Privacy Policy") for details about our personal information practices.

The Services may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies, or omissions (including, if applicable, after an order has been submitted) and to change or update information at any time without prior notice.

To Access the Service
Subject to your compliance with the Terms, we will permit you to access and make personal use of the Service solely for lawful purposes and only in accordance with the Terms and any other agreement you agree to before being given access to any specific areas or features of the Service. If you are accessing and using the Service on someone else’s behalf, you represent that you have the authority to bind that person as the principal to all Terms provided herein, and to the extent you do not have such authority you agree to be bound to these Terms and to accept liability for harm caused by any wrongful use of any Services resulting from such access or use.

To Access the Content
You may be provided with access to a variety of data, information, and content through the Service, including marketing materials, software, text, music, audio, video, photographs, maps, images, illustrations, graphics, trademarks, logos, service marks, button icons, messages, and other media ("Content"). All Content is provided for informational purposes only, and you are solely responsible for verifying the accuracy, completeness, and applicability of all of Your Content and for your use of any Content.

Other users and third parties may transmit or post Content to the Service. We do not endorse or control such Content, have not verified the accuracy of such Content, and will not be responsible for any errors or omissions in any Content provided by third parties through the Service and therefore, we do not guarantee the accuracy, integrity, or quality of any such Content. Under no circumstances will we be liable in any way for any Content, including, without limitation, for any errors or omissions in any Content, or for any loss or damage of any kind incurred by you as a result of your use of any Content. You hereby waive all rights to any claims against us for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with Content available on the Service.

Using our Services does not give you ownership of any Intellectual Property Rights in our Services or the Content you access. We retain all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Services and any additions, improvements, updates, and modifications thereto. Verily’s name, logo, and all Product and service names associated with the Services are trademarks of Verily and its licensors and providers and you are granted no right or license to use them. For purposes of these Terms, "Intellectual Property Rights" means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

Software
Where a Service includes downloadable software developed by Verily, Verily gives you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use such Verily software provided to you as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Verily, in the manner permitted by these Terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of or content secured by that software, unless laws prohibit those restrictions or you have our written permission.

Content
Other than Your Content (as defined below) all Content available through the Services, and any compilation thereof, is owned by us or our third-party providers. Verily either owns the copyright in the Content that is made available on its Services, has used reasonable efforts to obtain permission of the owner of the copyright to make it available through the Services, or has otherwise determined that the content is available for use through the Services.  Reproduction of part or all of the Content in any form is prohibited other than in accordance with the following permissions. You may read, view, print, download and copy Content on this Site for non-commercial use by you only without distribution to any third-party. Unless specifically indicated, no other use of the Content is permitted.

Your Content
Some of our Services allow you to upload, submit, transmit, or post Content ("Your Content") to our Services for storage. As between you and Verily, you retain ownership of Your Content. In addition to any other rights granted to us under these Terms, by uploading, submitting, transmitting, or posting any of Your Content, you hereby grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, assignable right and license to copy, use, reproduce, modify, adapt, translate, publish, sublicense, distribute, and sell Your Content in any way we see fit, including but not limited to copying in whole or in part, creating derivative works from, distributing and displaying Your Content in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, or using Your Content within or in connection with our products or services. You represent and warrant that you own or otherwise control all rights to Your Content necessary to grant the rights and licenses herein. For the avoidance of doubt, any and all derivative works, including data aggregation, shall be owned by Verily.

Notwithstanding the foregoing, our use of your personal information submitted to Verily is governed by our Privacy Policy.

By using the Services, you agree not to, and not to allow third parties to use the Services:

• to access or attempt to access the Services except as expressly provided in these Terms;
• to violate, or encourage the violation of, the legal rights of others (for example, and without limitation, this may include allowing end users to infringe or misappropriate the Intellectual Property Rights of others in violation of the Digital Millennium Copyright Act);
• to engage in, promote, or encourage illegal activity;
• for any unlawful, invasive, infringing, defamatory, or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme, or mirroring a website);
• to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
• to interfere with the use of the Services, or the equipment used to provide the Services, by customers, authorized resellers, or other authorized users;
• to disable, interfere with, or circumvent any aspect of the Services;
• to generate, distribute, publish, or facilitate unsolicited mass email, promotions, advertisements, or other solicitations ("spam"); or
• to use the Services, or any interfaces provided with the Services and to the extent applicable, to access any other Verily Service in a manner that violates the applicable terms of service of such other product or service.

Without limiting the generality of the foregoing or any other provision of these Terms, we have the right to remove any of Your Content if we believe it violates these Terms or is otherwise objectionable and we reserve the right to refuse you the use of the Services and/or terminate your account without prior notice if you violate these Terms or infringe the rights of others.

Our Liftware Service may enable you to purchase Products. The Products available on the Service are for your personal and/or professional use only. You may not sell or resell any of the Products that you purchase or otherwise receive from us. Please note that we will track the purchases you make through your account on the Service. We reserve the right, with or without notice, to cancel any order to be filled or Products to be provided to you that we believe, in our sole discretion, may result in the violation of our Terms. You agree to provide current, complete, and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

Prices for our Products are subject to change without notice. We reserve the right at any time to modify or discontinue the Products without notice at any time. We shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.

Certain Products may be available exclusively online through the Service. These Products may have limited quantities and are subject to return only according to our Return Policy found at https://www.liftware.com/faqs/general/. We have made every effort to display as accurately as possible the colors and images of our Products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.

We reserve the right, but are not obligated to, limit the sales of our Products to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Product that we offer and or to discontinue any Product at any time. All descriptions of Products or pricing are subject to change at any time without notice, at the sole discretion of us. Any offer for any Product made on this Service is void where prohibited.

Except as expressly set forth in our Limited Warranty, available at  https://www.liftware.com/faqs/general/, we do not warrant that the quality of any Products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Services or Products will be corrected.

Verily operates a business and clinical operations applications suite for the clinical research industry (the "SignalPath Application Suite"), which is available only to users who have accepted these Terms ("Subscriber(s)"). In addition to the Terms, this provision details the specific policies that authorized users from a Subscriber must follow while using the SignalPath Application Suite.

The user interface, knowledge base and guidelines, and training materials provided by Verily as part of the SignalPath Application Suite ("SignalPath Application Suite Materials") are confidential.

Each authorized user shall be responsible for:

• the confidentiality, security, and/or use of his or her login credentials to the SignalPath Application Suite ("User ID and Password");
• the security of his or her screen while using the SignalPath Application Suite, such as preventing third-party individuals from viewing or otherwise recording content from the authorized user’s screen;
• the security of the physical computer and network through which the authorized user accesses the SignalPath Application Suite; and
• the security and further distribution of files or data that the authorized user downloads or exports from the SignalPath Application Suite.

If an authorized user becomes aware of any unauthorized use of his or her User ID and Password, the SignalPath Application Suite, the SignalPath Application Suite Materials, or any other breach of security, the authorized user must notify us immediately by sending an email to support@signalpath.com. If an authorized user has any questions, comments, or concerns regarding this provision or feels someone in the Subscriber organization has violated it, please contact us at support@signalpath.com.

You may need a Google Account in order to use some of our Services. Use of a Google Account is subject to the Terms of Use imposed by Google in connection therewith. You may create your own Google Account, or your Google Account may be assigned to you by an administrator, such as your employer or educational institution. If you are using a Google Account assigned to you by an administrator, different or additional terms may apply and your administrator may be able to access or disable your account.

To protect your Google Account, keep your password confidential. You are responsible for the activity that happens on or through your Google Account. Try not to reuse your Google Account password on third-party applications. If you learn of any unauthorized use of your password or Google Account, follow these instructions.

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. Please direct any inquiry regarding alleged copyright infringement to ip@verily.com.

When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings.

You may not falsify data. You may not scrape (e.g., using third-party software to collect human-readable outputs of the Services) or attempt to scrape content and data secured by the Services, such as by deceiving the software implementing our Services. You may not utilize the Services in a way that disrupts the reasonable enjoyment of our Services by other users.

Open source software is important to us. Some software used in our Services may be offered under an open source license. There may be provisions in the open source license that expressly override some of these Terms.

Unless otherwise specified in writing by Verily, we do not intend use of the Services to create obligations under the Health Insurance Portability and Accountability Act, as amended ("HIPAA"). If you are (or become) a "covered entity" or "business associate" as defined in HIPAA, you will not use the Services for any purpose or in any manner involving transmission of protected health information to Verily through the Services unless you have notified Verily of your status as a "covered entity" or "business associate" and received prior written consent to such use from Verily.

VERILY IS NOT A HEALTHCARE PROVIDER. Nothing contained on the Site is intended to be a substitute for professional medical advice, diagnosis or treatment of your medical condition. Specific questions pertaining to your medical condition and appropriate treatment should be directed to your health care provider. You should never disregard professional medical advice or delay seeking it because of something you have read on the Site.

We are constantly changing and improving our Services. We reserve the right to add or remove functionalities, content, or features, and we may suspend or stop a Service altogether with or without notice to you. We also reserve the right, at any time in our sole discretion, to modify the Terms; provided that any modifications to our Privacy Policy will be pursuant to the terms set forth therein. We will inform you of the presence of any changes to the Terms by posting those changes on the Service. Any modifications will be effective immediately upon posting on the Service.

You may terminate your account or cease using the Services at any time if you object to any such modifications and if the termination is not in violation of any other agreement you have with Verily. However, you will be deemed to have agreed to any and all modifications through your continued use of the Services following such notice period. We will note the effective date of the latest version of these Terms at the top of this page. It is your responsibility to review these Terms periodically.

NEITHER VERILY NOR ITS SERVICE PROVIDERS, OR SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES. WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES "AS IS."

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, SUCH AS THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.

YOU AGREE THAT NEITHER WE NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE RESPONSIBLE OR LIABLE IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY (1) INTERRUPTION OF BUSINESS; (2) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SERVICE; (3) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION, LOSS, OR MODIFICATION; (4) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEBSITE LINKS ON THE SERVICE; (5) COMPUTER VIRUSES, SYSTEM FAILURES, OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF ANY SERVICES, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; (6) INACCURACIES OR OMISSIONS IN ANY CONTENT; OR (7) EVENTS BEYOND OUR REASONABLE CONTROL.

IF YOU ARE DISSATISFIED WITH ANY SERVICES, TERMINATION OF YOUR USE OF SUCH SERVICES IS YOUR SOLE REMEDY. WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU. WITHOUT LIMITING THE FOREGOING. NEITHER WE NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, DELAY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF ANY SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, LOSS OF OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. OUR TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS AND ALL SERVICES PROVIDED UNDER THESE TERMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US IN THE THREE MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO ANY LIABILITY OR $100, WHICHEVER IS GREATER. YOU AGREE THAT WE WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON OUR LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

You agree to defend, indemnify, and hold us and our officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensors, and successors in interest ("Indemnified Parties") harmless from any and all losses, liabilities, damages, fees, expenses, and costs (including reasonable attorneys’ fees, court costs, damages awards, and settlement amounts), resulting from any third-party claim, action, or demand relating to: (a) your use of or access to any Services; (b) Your Content; or (c) your breach of any representation, warranty, or other provision of these Terms. We will provide you notice of any such claim or allegation, and we reserve the right to participate in the defense of any such claim at our own expense.

You consent to receive any agreements, notices, disclosures, and other communications (collectively, "Notices") to which these Terms refer from us electronically, including without limitation by e-mail or by posting notices on this Service. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. In such event, all rights granted to you pursuant to these Terms shall automatically terminate. Please note that this consent to receive Notices is entirely separate from any election you may make with respect to receipt of marketing communications. Your options with respect to receipt of marketing communications are set forth in our Privacy Policy.

You and Verily agree that any dispute that has arisen or may arise between us relating in any way to your use of or access to the Services, any validity, interpretation, breach, enforcement, or termination of these Terms, or otherwise relating to Verily in any way (collectively, "Disputes") will be resolved in accordance with the provisions set forth in this Section.

Applicable Law. If the Arbitration Agreement below does not apply, you and Verily agree that United States federal law including the Federal Arbitration Act, and (to the extent not inconsistent with or preempted by federal law) the laws of the State of California, U.S.A., without regard to conflict of laws principles, will govern all Disputes. Such body of law will apply regardless of your residence or the location of where you use the Services.

Our Arbitration Agreement. The parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to these Terms, including the formation, validity, binding effect, interpretation, performance, breach, or termination, of these Terms and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to these Terms (each, a "Dispute"), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within five days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association ("AAA") then in effect (the "Rules"). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the "Initial Period") after either party to these Terms delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by Verily in California, U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

Exceptions To Our Agreement To Arbitrate Disputes. There are only two exceptions to this agreement to arbitrate:

• First, if either party reasonably believes that the other party has in any manner violated or threatened to infringe the Intellectual Property Rights of the other party, the party whose rights have been violated may seek injunctive or other appropriate interim relief in any court of competent jurisdiction.

• Second, each party will retain the right to seek relief in a small claims court for disputes or claims within the scope of the jurisdiction of such courts.

• These Terms govern the relationship between Verily and you. They do not create any third-party beneficiary rights.

• If you do not comply with these Terms, and we do not take action right away, this does not mean that we are waiving any rights that we may have (such as taking action in the future).

• In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole but these Terms shall be modified, to the extent possible, by the adjudicating entity to most fully reflect the original intent of the parties as reflected in the original provision.

• If you are acting on behalf of your employer, you agree to abide by these Terms in addition to any additional terms agreed to by Verily and your employer. Our Services may be subject to one or more additional terms ("Additional Terms"). If there is a conflict between these Terms and the Additional terms, then the Additional Terms govern in relation to those services.