EFFECTIVE: JANUARY 03, 2023
Yendou GmbH. (“Yendou,” “we,” “our”) offers a variety of clinical trials management and study team productivity, collaboration, and organizational tools available online, (collectively, the “Service”), and websites, including but not limited to www.itsyendou.com, yendou.io, blog.itsyendou.com (the “Websites”). Yendou GmbH is located at wichertstrasse 53, 10439 Berlin, Germany. If you have any questions about these User Terms of Service (the “Terms”), please email us at firstname.lastname@example.org. yendou has three different types of users depending on the Yendou products used:
1.1 General. To use the Service and Websites you must be, and represent and warrant that you are, at least 13 years of age and competent to agree to these Terms. If Yendou has previously prohibited you from accessing or using the Service and Websites, you are not permitted to access or use the Service and Websites.
1.2 Location. These Terms are applicable to Users inside and outside of Germany.
2.1 Account Registration and Confidentiality. To access the Service and Websites, you must register for a Yendou account by creating a user name and password. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password. We may assume that any communications we receive under your account have been made by you. If you are a billing owner, an administrator, or if you have confirmed in writing that you have the authority to make decisions on behalf of a Customer (“Account Administrator”), you represent and warrant that you are authorized to make decisions on behalf of the Customer and agree that Yendou is entitled to rely on your instructions.
2.2 Unauthorized Account Use. You are responsible for notifying us at email@example.com if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. Yendou will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Yendou or a third party due to someone else using your account. In the event that the Account Administrator or Customer loses access to an account or otherwise requests information about an account, Yendou reserves the right to request from the Account Administrator or Customer any verification it deems necessary before restoring access to or providing information about such account in its sole discretion.
The Service and Websites are owned and operated by Yendou and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by Yendou and its partners, as well as other sources, and are protected by german copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Service and Websites are also protected as a collective work or compilation under german copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and Websites. You acknowledge that the Service and Websites have been developed, compiled, prepared, revised, selected, and arranged by Yendou and others through the application of methods and standards of judgement developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Yendou and such others. You agree to notify Yendou immediately upon becoming aware of any claim that the Service and Websites infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. Any unauthorized use of any material contained on or through the Service and Websites may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
4.1 User Content and Submissions on the Service. The Service allows you to create studies, tasks and submit associated information, text, files, and other materials (collectively, “User Content”) and to share that User Content with others. User Content submitted or otherwise made available to the Service is subject to the following terms:
4.1.2 Subscriber User Content on the Service. Content submitted to the Service by Subscribers (“Subscriber User Content”) is owned and controlled by the Customer as set forth in the introduction to these Terms and the Customer Agreement, except with respect to Subscriber User Content submitted by students pursuant to a Customer Agreement with an educational institution (“Student Content”). Such Student Content is owned by the student and not the educational institution. Yendou maintains a limited, non-exclusive and non-transferrable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display Subscriber User Content for the following limited purposes: (i) to maintain, provide and improve the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Subscriber User Content is in violation of the Customer Agreement or these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process that meets the requirements of the Customer Agreement and our Law Enforcement Guidelines; and (v) as otherwise set forth in our Customer Agreement or as expressly permitted in writing by the Customer.
4.2 Feedback on the Websites. The Websites may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to Yendou and share such Feedback with other users, or the public. By submitting Feedback through the Websites, you grant Yendou a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose (including in testimonials or other Yendou marketing materials and where required to do so by law or in good faith to comply with legal process.). We reserve the right to remove any Feedback posted in public forums for any reason at our sole discretion.
4.3 User Content and Feedback Representations. You acknowledge and agree that you have all required rights to submit User Content and Feedback without violation of any third-party rights. You understand that Yendou does not control, and is not responsible for, User Content or Feedback, and that by using the Service and/or Websites, you may be exposed to User Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content and Feedback may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold harmless Yendou for all claims resulting from User Content or Feedback you submit through the Service and/or Websites. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.
5.2 Acceptable Use. All Users must comply with the following rules regarding acceptable use of the Service and Websites.
Disruption of the Service. You may not:
Misuse of the Service and Websites. You may not utilize the Service and Websites to carry out, promote or support:
User Content Standards Within the Service and Websites. You may not post any User Content on the Service or Websites that:
iViolations of this Section 5. In addition to any other remedies that may be available to us, Yendou reserves the right to take any remedial action it deems necessary, including immediately suspending or terminating your account or your access to the Service or Websites, upon notice and without liability for Yendou should you fail to abide by the rules in this Section 5 or if, in Yendou’s sole discretion, such action is necessary to prevent disruption of the Service or Websites for other users. If you are a Subscriber, Yendou reserves the right to notify the Customer’s Account Administrator(s) or other Customer representative(s) of any violations of these Terms.
If we fail to comply with these Terms, we are responsible for loss or damage that you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was an order that was accepted. We also only provide the Service and Websites for your internal use. We have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity based on your use of or reliance on the Service and Websites. We do not exclude or limit in any way our liability to you where it would be unlawful for us to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, for fraud or fraudulent misrepresentation and for breach of your legal rights in relation to the Service and Websites.
The information presented on or through the Service and Websites is made available solely for general information purposes. We do not confirm the accuracy, completeness or usefulness of this information. Any reliance that you place on such information is strictly at your own risk.
You understand that we cannot and do not guarantee that files available for downloading from the Internet or our Service or Websites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Service and Websites for any reconstruction of any lost data.
The Service and Websites may provide (1) information and content provided by third parties; (2) links to third-party websites or resources, such as sellers of goods and services; and (3) third-party products and services for sale directly to you. Yendou is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that Yendou shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.
Yendou reserves the right at any time to modify or discontinue, temporarily or permanently, the Service and Websites (or any part thereof), with or without notice. You agree that Yendou shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service and Websites.
Please note that these Terms, and their subject matter and formation, are governed by and construed in accordance with the GERMAN law.
The courts of Berlin shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this terms or its subject matter or formation (including non-contractual disputes or claims). However, nothing in these Terms affects your rights as a consumer to rely on any such local law mandatory provisions and legal rights.You can contact Yendou at firstname.lastname@example.org if you have any complaints or disputes about the Services.
You and Yendou shall use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or other form of complaint. If we do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution is pursued, to the extent permitted by applicable law, all controversies, disputes, demands, counts, claims or causes of action between you and Yendou arising out of, under, or related to the Services shall be submitted to the exclusive jurisdiction of the courts of Berlin Germany.
12.1. No waiver. If we fail to insist that you perform any obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations. If we do waive a failure or breach by you, we will only do so in writing and that will not mean that we automatically waive any future failure of breach by you.
12.2. Severability. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
12.3. Miscellaneous. The section titles in these Terms are for convenience only and have no legal or contractual effect.
12.4 Notices. We may deliver notice to you by e-mail, posting a notice on the Service and Websites or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) Yendou GmbH. ℅ Zina Sarif. Wichertstrasse 53, 10349 Berlin Germany; or (2) email@example.com
If you would like to ask questions or provide comments regarding this terms of services you may do so by sending us an email at firstname.lastname@example.org
EFFECTIVE: JANUARY 03, 2023
Yendou is a clinical trials management platform that provides teams at sponsor and site level with the tools to orchestrate their study startup.At Yendou, our mission is your mission. We’re committed to protecting your privacy rights, so you can focus on the work that matters most to your business — with peace of mind.
This Privacy Statement describes how Yendou processes your information and explains the choices available to you with respect to your information.If you have any questions or concerns about how Yendou processes your information or about this Privacy Statement, you can email us any time at email@example.com. Additionally, if you’re looking to exercise your privacy rights, you can do so here.
In situations where our users are subject to our Subscriber Agreement, Enterprise Master Services Agreement, or other Master Services Agreement to use Yendou’s services, Yendou is the processor/service provider (a provider that processes personal data on behalf of or at the direction of a controller, or other similar designation under the law) and our customer (usually a company or organization) is the controller/business (the entity that decides how and why information is processed) of the information provided to Yendou via their use of Yendou. In all other cases, Yendou is the controller of the information. For example, if you create an account with your corporate email address, your company is the controller of that information.a free email domain (like gmail.com) or personal email account, Yendou is the controller.
Yendou can be used by companies (sponsors and sites/Site networks) or by individual users (Physicians):If you’re using Yendou through your company, healthcare institution, or with your company email address, your company or healthcare institution’s own Yendou administrator is responsible for the accounts associated with that company or institution and can: restrict, suspend, or terminate your access to or ability to use the services, access information about you, access or retain information stored with us (including your workspace content and log data about your use of Yendou), and restrict your ability to edit, restrict, modify, or delete information associated with your use of our products and services.
Yendou processes information we receive directly from you, automatically collected when you use Yendou or visit one of our websites, and collected by Yendou from third parties. However, please note that this Privacy Statement does not apply to the processing of your information by third parties through your use of any third-party integrations available via our services. Please visit those third-party websites directly for more information on their privacy and data protection practices.
The Information needed to create an account.
This includes information that is needed for Yendou to create an account for you and manage your ability to log in and out of Yendou:
If you upgrade your account to a paid account, Yendou may collect:
Information you provide to us through your use of Yendou
Other information you may provide to us when you interact with Yendou in other ways.
You may voluntarily provide us with information when you interact with us in other ways. If you directly interact with Yendou staff, such as our sales, user research, or user operations groups, or if you become a Yendou Champion, Yendou may process:
We may also collect the following:
Sometimes Yendou receives your information from third parties (other individuals, marketing services, third-party integrations), which may include
Yendou uses your information to operate our products and services, communicate with you, process transactions when you change Yendou plans, for security and fraud prevention, and to comply with the law. Specifically, we may process your information to:
In addition, we use information about your use of Yendou, account information (such as your email address and name), and information related to third-party integrations to:
Provide you with support and get your feedback
Unless otherwise prohibited by law, we may combine the information that we collect through your use of our products and services with information that we receive from other sources, both online and offline, and use that combined information as set out above.
Aggregated and de-identified data
We may aggregate and/or de-identify information related to your use of Yendou (such as how many tasks or projects you created) so that such information can no longer be linked to you or your device. We may use such aggregated and de-identified data for any purpose, including but not limited to, research and marketing purposes and may also disclose such data to any third parties, including advertisers, promotional partners, sponsors, event promoters, and/or others.
We need to disclose the information we collect about you to make our products and services run smoothly and to operate our business under the following conditions:
We use and disclose the categories of information we collect from and about you consistent with the various business purposes we discuss throughout this Privacy Statement. We do not disclose your information to third parties for their own direct marketing purposes. For more information, see our Privacy Commitment.
Yendou takes technical and organizational measures to protect your information against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. However, no method of transmission over the Internet and no means of electronic or physical storage is absolutely secure, so we cannot ensure or warrant the security of that information. We are constantly updating and improving our safeguards. More updates to come.
When you use Yendou, some information about you will be stored in the EU.
Transfer of your information out of EEA, UK, Switzerland, and Japan
When you use our products and services, information about you will be transferred to Germany where the majority of Yendou’s data processing occurs. We may also transfer information that we collect about you to third party processors across borders from your country or jurisdiction to other countries or jurisdictions around the world.
We will retain your information for the period necessary to fulfil the purposes outlined in this Privacy Statement, to make our products and services available to you, or as instructed by you, unless a longer retention period is required or permitted by law.
Use by children under 16
If you are under the age of 16, you may not have a Yendou account or use Yendou’s products or services. We do not knowingly process any information from, or direct any of our products or services to, children under the age of 16.
Marketing Practices and Choices
If you receive email from us, we may use certain analytics tools, such as clear GIFs, to capture data, such as when you open our message or click on any links or banners within our emails. This data allows us to gauge the effectiveness of our communications and marketing campaigns.
You may instruct us not to use your contact information to contact you by email, postal mail, or phone regarding products, services, promotions, and special events that might appeal to your interests by contacting us via the methods listed in the Contact Us and Privacy Questions section. In commercial email messages, you can also opt out by following the instructions located at the bottom of such emails.
Please note that, regardless of your request, we may still use and disclose certain information as permitted by this Privacy Statement or as required by applicable law. For example, you may not opt out of certain transactional, operational, or service-related emails, such as those reflecting our relationship or transactions with you.
Global Privacy Control and Do Not Track
Yendou honors the Global Privacy Control (GPC) signal.
Do Not Track is a privacy preference that users can set in certain web browsers. We are committed to providing you with meaningful choices about the information collected on our websites for third party purposes, and that is why we provide the ability to opt out, if needed, and adjust your cookies preferences. We do not currently recognize or respond to browser-initiated DNT signals. To learn more about Do Not Track, you can do so here.
Legal Bases for Processing Your Information
The laws in some jurisdictions require us to inform you of our legal bases for processing your information. Our legal bases for collecting and using your information described above will depend on the particular type of information and the specific context in which we collect it. However, some examples of legal bases for processing that we rely on:
Your Privacy Rights
Yendou users from around the world use our products to bring clarity to their work. Regardless of what country you’re located in, we respect your ability to know, access, correct, export, restrict the processing of, and delete your information, and have extended those rights globally. We will not discriminate against you for exercising your privacy rights.
Information about your rights
Upon your request, and subject to applicable legal exceptions, we will:
If you request these rights, we will need to verify your identity and may need to verify your relationship with Yendou (for example, if you’re an administrator of a Yendou organization, division, or workspace and you’re making a request on behalf of another individual) for security and to prevent fraud.
We may take additional steps to verify that you are authorized to make the request. If you are an end user of Yendou’s services and not a direct customer of Yendou (for example, your company uses Yendou and you’re an employee or authorized representative of that company), you should direct requests relating to your information to the administrator of your company’s Yendou account. We will redirect you to your administrator or notify the administrator directly. To exercise your privacy rights, please make a request by filling out this form.
Please note, however, that certain information may be exempt from such requests in some circumstances (for example, if we need to keep processing your information for our legitimate interests or to comply with a legal obligation). Depending on applicable law, you may have the right to appeal our decision to deny your request. If we deny your request, we will provide you with information on how to appeal the decision, if applicable, in our communications with you.
Right to manage cookies preferences and opt out of targeted advertising
As explained in detail in our Cookies Notice, we provide information about your device and online browsing activities to third-party advertising providers for targeted online advertising purposes, so that we can provide you with more relevant and tailored ads regarding our services.
If you would like to opt out of our online disclosure of your information through cookie and pixel technology, please click here: Cookie Preference Center or enable Global Privacy Control within your browser.
We will update this Privacy Statement to make sure it accurately reflects our data collection and use practices, our amazing features, advances in technology, or as applicable laws require. We will comply with applicable legal requirements regarding providing you with notice and/or consent when we make such changes, depending on the type of change made. We also provide information about how our Privacy Statement has changed over time below.
Yendou is located at ℅ Zina Sarif, Wichertstraße 53, 10439 Berlin, Germany. If you wish to contact us or if you have any questions about or complaints in relation to this notice, please contact us at firstname.lastname@example.org. To contact our Data Protection Officer, please email email@example.com.
EFFECTIVE: JANUARY 03, 2023
We updated our terms!
This Subscriber Agreement is effective for new Customers on or after November 23, 2022. If you are an existing Customer or previously agreed to a version of the Subscriber Agreement before November 23, 2022, this Subscriber Agreement will be effective on December 23, 2022 and will completely replace any prior version to which you agreed. Please be aware that your continued use of the Service after December 23, 2022 constitutes your acceptance of this Subscriber Agreement. The most recent prior version of the Subscriber Agreement is available here. If you have a separate written agreement with Yendou, this Subscriber Agreement will not apply to you.
This Subscriber Agreement is between Yendou GmbH. (“Yendou”) and the organization agreeing to the terms of this Agreement (“Customer”), and, together with all applicable exhibits, attachments, addenda, and Order Forms, is the complete agreement of the parties regarding Customer’s order of the premium or business version of the Service or Professional Services (the “Agreement”). This Agreement shall be effective on the earliest of (a) the date Customer clicks a button indicating its agreement with the terms of this Agreement, (b) the date Customer enters into an Order Form or other ordering document incorporating this Agreement, or (c) Customer’s use of the Service (the “Effective Date”). In the event of a conflict, an exhibit, attachment, addendum, or Order Form prevails over this Subscriber Agreement. End Users that are invited to use the Service by Customer are subject to the Yendou User Terms of Service here.
1.1 “Affiliate” means any entity that Controls, is Controlled by, or is under common Control with the Yendou or the Customer entity agreeing to these terms, where “Control” means ownership of more than 50% of the voting interests of the subject entity.
1.2 “Customer Data” means all information that Customer or its End Users submit to the Service.
1.3 “Documentation” means Yendou’s user guides, as updated from time to time, accessible via the “Help” feature of the Service.
1.4 “End User” means any individual who is authorized by Customer to use the Service under Customer’s account, including Customer’s or its Affiliates’ employees, consultants, contractors, or agents.
1.5 “Order Form” means an ordering document or an online order entered into between Customer and Yendou (or Affiliates of either party) specifying the Service or Professional Services to be provided under this Agreement.
1.6 “Professional Services” means the customer success services provided by Yendou or its subcontractor.
1.7 “Service” means Yendou’s clinical trials and study startup management software as a service platform.
1.8 “Subscription” means the access to the Service acquired by Customer on a per End User basis.
1.9 “Subscription Term” means the term identified in the applicable Order Form or other ordering document, including any renewal term, during which Customer’s End Users are permitted to use the Service.
2.1 Provision of the Service and Availability. Yendou will make the Service acquired under an Order Form or other ordering document available to Customer and its End Users during the applicable Subscription Term pursuant to this Agreement. Yendou may update the content, functionality, and user interface of the Service from time to time in its sole discretion. Some features and functionality may be available only with certain versions of the Service. Customer agrees that its acquisition of the Service under this Agreement is not contingent on the delivery of future features or functionality.
2.2 Access Rights. Yendou grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except as specifically permitted in this Agreement) right to access and use the Service during the applicable Subscription Term pursuant to this Agreement, solely for Customer’s internal business purposes, and subject to the applicable Order Form or other ordering document.
2.3 Affiliates. In addition to any access rights a Customer Affiliate may have as an End User of Customer, a Customer Affiliate may separately acquire Subscriptions or Professional Services under this Agreement by entering into an Order Form that incorporates by reference the terms of this Agreement, and in each such case, all references in this Agreement to the Customer will be deemed to refer to the applicable Affiliate for purposes of that Order Form.
2.4 Acceptable Use Terms. The Service may not be used for unlawful, harmful, obscene, offensive, or fraudulent Customer Data or activity. Examples of prohibited activities are advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, introducing viruses or harmful code, or violating third party rights. Customer will not (a) make the Service available to anyone other than Customer and its End Users or use the Service for the benefit of anyone other than Customer or its Affiliates; (b) rent, sublicense, re-sell, assign, distribute, time share or similarly exploit the Service (including allowing its employees or employees of its Affiliates to access the Service as guests instead of acquiring End User Subscriptions for such employees); (c) reverse engineer, copy, modify, adapt, or hack the Service; (d) access the Service, the Documentation, or Yendou’s Confidential Information to build a competitive product or service; or (e) allow End User Subscriptions to be shared or used by more than one individual End User (except that End User Subscriptions may be reassigned to new End Users replacing individuals who no longer use the Service for any purpose). Yendou may request that Customer suspend the account of any End User who: (a) violates this Agreement or Yendou’s User Terms of Service; or (b) is using the Service in a manner that Yendou reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for Yendou. If Customer fails to promptly suspend or terminate such End User’s account, Yendou reserves the right to do so.
2.5 Security; Protection of Customer Data. Yendou will implement and maintain reasonable administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. In addition, the Yendou Data Processing Addendum, available at https://itsyendou.com/data-processing (“DPA”), will apply to any Customer Personal Data (as such term is defined in the DPA) included in Customer Data.
2.6 Administration of Customer’s Account. Customer acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the Service. Customer may specify one or more End Users as administrators (each an “Administrator”) to manage its account, and Yendou is entitled to rely on communications from such Administrators and other Customer employees when servicing Customer’s account. Customer is responsible for use of the Service by its End Users and for their compliance with this Agreement. Customer is solely responsible for the accuracy, quality, and legality of Customer Data. Customer will promptly notify Yendou if it becomes aware of any unauthorized use or access to Customer’s account or the Service.
2.7 Customer’s Use of Third Party Services. Customer may install or enable third party services for use with the Service, such as online applications, offline software products, or services that utilize the Yendou API or otherwise connect with the Service (“Third Party Services”). Any acquisition and use by Customer or its End Users of such Third Party Services is solely the responsibility of Customer and the applicable third party provider. Customer acknowledges that providers of such Third Party Services may have access to Customer Data in connection with the interoperation and support of such Third Party Services with the Service. To the extent Customer authorizes the access or transmission of Customer Data through a Third Party Service, such Third Party Service terms will govern, and Yendou will not be responsible for, any use, disclosure, modification or deletion of such Customer Data or for any act or omission on the part of such third party provider or its service.
3.1 Mutual Warranties. Each party represents and warrants that it will comply with all laws, rules, and regulations applicable to the exercise of its rights and performance of its obligations under this Agreement.
3.2 By Yendou.
3.2.1 Service Warranties. Yendou warrants during the applicable Subscription Term that: (a) the Service will materially conform to the applicable Documentation; and (b) Yendou will not materially decrease the functionality of the Service. For any breach of the foregoing warranties, as Yendou’s sole liability and Customer’s exclusive remedy, Yendou will correct the non-conforming Service, and, if Yendou is unable to correct the Service within a commercially reasonable time following receipt of written notice of breach, then Customer will be entitled to terminate the applicable Order Form and receive a refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Term measured from the effective date of termination.
3.2.2 Professional Services Warranty. Yendou warrants that the Professional Services will be performed in a professional and workmanlike manner using resources with the requisite skills, experience, and knowledge. For any breach of this warranty, as Yendou’s sole liability and Customer’s exclusive remedy, Yendou will, at its option (a) re-perform the applicable Professional Services that fail to meet this warranty, or (b) refund to Customer the fees paid for the non-conforming Professional Services.
3.2.3 Malicious Code. Yendou warrants that the Service is free from, and Yendou will not introduce, software viruses, worms, logic bombs, Trojan horses or other code, files, or scripts intended to do harm (“Malicious Code”).
3.3 By Customer. Customer represents and warrants that it is entitled to transfer the Customer Data to Yendou so that Yendou and its authorized third party service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf.
3.4 Disclaimer. Except as expressly provided for in this Agreement, Yendou does not warrant uninterrupted or error-free operation of the Service or that Yendou will correct all defects or prevent third party disruptions or unauthorized third party access. These warranties are the exclusive warranties from Yendou and replace all other warranties, including the implied warranties or conditions of satisfactory quality, merchantability, non-infringement, and fitness for a particular purpose. Yendou warranties will not apply if there has been misuse, modification, damages not caused by Yendou, or failure to comply with instructions provided by Yendou. Each party disclaims all liability for any harm or damages caused by any third-party hosting providers. Yendou makes beta, trial, proof of concept, and “sandbox” versions of the Service available as-is without warranties of any kind.
4.1 Payment. Yendou is free for Principal Investigators and Sites/Site networks. Paying Customer will pay all undisputed amounts due under the applicable Order Form within thirty (30) days of invoice date. If Customer disputes any part of an invoice in good faith, Customer will pay the undisputed part and provide Yendou with notice and detail of the dispute no later than the invoice due date. Amounts due are payable in the currency set forth in the applicable invoice and are non-cancelable and non-refundable unless otherwise provided in this Agreement. For customers located outside of Germany, Yendou may require that payment be made to the bank account of a local Yendou Affiliate. Customer is responsible for providing complete and accurate billing information to Yendou, including the purchase order number at the time of purchase if Customer requires one. Yendou reserves the right to suspend Customer’s account in the event that Customer’s account becomes overdue and is not brought current within ten (10) business days following notice. Unpaid amounts may be subject to interest at the lesser of 1.5% per month or the maximum permitted by law plus collection costs. Suspension will not relieve Customer’s obligation to pay amounts due. For transactions where Customer is permitted to make payment via credit card, Customer agrees that, if eligible, Yendou may update Customer's payment information through the use of account refresher services provided by third party payment processors.
4.2 End User Subscriptions. Subscription fees are based on annual or monthly periods (or pro rata portions of such periods, calculated on a daily basis) that begin on the Subscription start date and each annual or monthly anniversary of the start date. Subscriptions to the Service are sold in tiers based on the number of End Users per active clinical trial. Customer may add End Users to their Subscription at any time on written notice to Yendou (email notice acceptable), however the number of End Users acquired under a Subscription cannot be decreased during the applicable Subscription Term. Yendou reserves the right to calculate the total number of End Users on a periodic basis, and, if such number exceeds Customer’s current plan size, Yendou reserves the right to invoice Customer for the tier that corresponds to the number of End Users on a pro rata basis for the remaining months in Customer’s then-current annual Subscription Term, so that all End User Subscription Terms are coterminous. Yendou reserves the right to revise fee rates and/or the billable amount structure for the Service at any time and will provide Customer with notice pursuant to Section 11.2 (Notices) below of any such changes at least twenty (20) days prior. Yendou may charge Customer the then-current pricing for the applicable Subscription if the number of End Users is modified and/or if Customer changes its Subscription plan.
4.3 Taxes. Any fees charged to Customer are exclusive of taxes. Except for those taxes based on Yendou’s net income, Customer will be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. If any withholding is required by law, Customer will pay Yendou any additional amounts necessary to ensure that the net amount that Yendou receives, after any such withholding, equals the amount Yendou would have received if no withholding had been applied. Upon request, Customer will provide documentation showing that the withheld amounts have been paid to the relevant taxing authority. Yendou’s failure to charge appropriate tax due to incomplete or incorrect information provided by Customer will not relieve Customer of its obligations under this Section 4.3 (Taxes). If Customer is exempt from certain taxes, Customer will provide proof of such exemption to Yendou without undue delay upon execution of the applicable Order Form.
4.4 Auto-renewal. Customer agrees that its Subscription will automatically renew on an annual or monthly basis depending on Customer’s Subscription (the “Renewal Date”). Customer authorizes Yendou to automatically charge Customer for the applicable fees on or after the Renewal Date unless the Subscription has been terminated or cancelled in accordance with this Agreement. If Customer wishes to reduce the number of End Users in its Subscription, it must do so prior to the Renewal Date. Customer must cancel its Subscription prior to the Renewal Date in order to avoid billing of the next period’s Subscription fees. Customer can cancel its Subscription anytime online by going into its account settings and following the instructions provided. If Customer chooses to cancel its Subscription during the Subscription Term, Customer may use the Service until the end of Customer’s then-current Subscription Term or renewal period, but will not be issued a refund for the most recently (or any previously) charged fees.
5.1 Term. This Agreement commences on the Effective Date and will remain in effect until all Subscriptions to the Service granted in accordance with this Agreement have expired or been terminated, or this Agreement is otherwise terminated in accordance with its terms.
5.2 Termination for Cause. Either party may terminate this Agreement and any Order Form under this Agreement: (a) upon thirty (30) days written notice if the other party is in material breach of this Agreement and fails to cure such breach within the notice period, except that termination will take effect upon receipt of notice in the event of a breach of Section 2.4 (Acceptable Use Terms); or (b) if the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days.
5.3 Effect of Termination. Upon expiration or termination of this Agreement for any reason, all Subscriptions and any other rights granted to Customer under this Agreement will immediately terminate, and Customer will immediately cease all use of the Service. Upon any termination by either party pursuant to Section 5.2 (Termination for Cause), Yendou will refund to Customer a prorated amount of prepaid, unused fees applicable to the remaining portion of the Subscription Term measured from the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees accrued or payable to Yendou for the Service or Professional Services in the period prior to the effective date of termination. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled and apply to successors and assignees.
5.4 Treatment of Customer Data Following Expiration or Termination. Customer agrees that following expiration or termination of this Agreement, Yendou may immediately deactivate Customer’s account(s) associated with the Agreement. Yendou will make Customer Data available to Customer for export in accordance with the Documentation as long as Yendou receives written notice within thirty (30) days after the effective date of expiration or termination from Customer regarding its intent to import such Customer Data. After such thirty (30) day period, Yendou will have no obligation to retain Customer Data and will thereafter, unless legally prohibited, be entitled to delete all Customer Data in its systems or otherwise in its possession or under its control. Subject to any limitations in Customer’s Subscription plan, upon Customer’s request at firstname.lastname@example.org, Yendou will, within one-hundred and eighty (180) days of receipt of such request, securely destroy all Customer Data from its systems; provided that all back-ups will be deleted within thirty (30) days after such one-hundred and eighty (180) day period.
6.1 Definition of Confidential Information and Trade secrets. During the course of performance under this Agreement, each party will make available to the other party information about product, clinical trials listings, Sponsor, sites and principal investigator user information which amounts to a trade secret, is confidential or is commercially sensitive and which may not be readily available to others engaged in a similar business to that of the Company or to the general public and which if disclosed will be liable to cause significant harm to Yendou and its users. Those informations should reasonably be understood by the receiving party to be proprietary or confidential (the “Confidential Information”).
The Confidential Information includes all confidential information disclosed or made available, directly or indirectly, in any form by the Company or its affiliates to the Recipient, including but not limited to: the Service, Order Form(s), Customer Data, business plans, product plans and roadmaps, strategies, forecasts, projects and analyses, financial information and fee structures, business processes, methods and models, and technical documentation. In addition clinical trials informations, Confidential Information does not include information that is: (a) publicly available when received, or subsequently becomes publicly available through no fault of the receiving party; (b) obtained by receiving party from a source other than the disclosing party without obligation of confidentiality; (c) developed independently by the receiving party; or (d) already in the possession of the receiving party without obligation of confidentiality.
6.2 Protection of Confidential Information. The receiving party will use the same care and discretion to avoid disclosure, publication, or dissemination of the disclosing party’s Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate, but in no event less than a reasonable degree of care. The receiving party may disclose Confidential Information to its employees, Affiliates, consultants, subcontractors, or advisors (“Representatives”) who have a need to know such Confidential Information for the purpose of performing under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. If the parties entered into a non-disclosure agreement prior to executing this Agreement, the terms of this Section 6 (Confidentiality) will control in the event of any conflict or inconsistency.
6.3 Equitable Relief. In the event of a breach of this Section 6 (Confidentiality), the disclosing party may seek appropriate equitable relief in addition to any other remedy.
6.4 Compelled Disclosure. The receiving party may disclose Confidential Information to the extent required by law or court order. However, subject to applicable law, the receiving party will give the disclosing party prompt notice to allow the disclosing party a reasonable opportunity to obtain a protective order.
6.5 Sensitive Personal Information. Customer agrees that it will not use the Service to send or store personal information deemed “sensitive” or “special” under applicable law, including but not limited to financial account information, social security numbers, government-issued identification numbers, health information, biometric or genetic information, personal information collected from children under the age of 16, geo-location information of individuals, or information about an individuals’s racial or ethnic origin, trade union membership, sex life or sexual orientation, politicial opinions, or religious or philosophical beliefs (collectively, “Sensitive Personal Information”).
7.1 Intellectual Property Rights. Use of the Service will not affect Customer’s ownership or license rights in Customer Data. Yendou and its authorized third party service providers may use, host, store, backup, transmit, and display Customer Data to (a) provide the Service and Professional Services under this Agreement and (b) improve the Service as long as neither Customer nor its End Users are publicly identified. Neither this Agreement nor Customer’s use of the Service grants Customer or its End Users ownership in the Service, including any enhancements, modifications or derivatives of the Service.
7.2 Feedback. If Customer submits any feedback to Yendou regarding the Service or Professional Services, Yendou may use such feedback for any purpose without any compensation or obligation to Customer provided such use does not violate Section 6 (Confidentiality).
8.1 If a third party asserts a claim against Customer that the Service as acquired under the Agreement infringes a patent or copyright, Yendou will (a) defend Customer against that claim and (b) pay amounts finally awarded by a court against Customer or included in a settlement approved by Yendou. To obtain such defense and payment by Yendou, Customer must promptly (i) notify Yendou in writing of the claim, (ii) supply information requested by Yendou, and (iii) allow Yendou to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts.
8.2 Yendou has no responsibility for claims based on non-Yendou products and services, items not provided by Yendou, or any violation of law or third party rights caused by Customer Data or other Customer materials.
8.3 If a third party asserts a claim against Yendou that Customer Data infringes a patent or copyright or violates a privacy right, Customer will (a) defend Yendou against that claim and (b) pay amounts finally awarded by a court against Yendou or included in a settlement approved by Customer. To obtain such defense and payment by Customer, Yendou must promptly (i) notify Customer in writing of the claim, (ii) supply information requested by Customer, and (iii) allow Customer to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts.
8.4 This Section states each party’s entire obligation and exclusive remedy regarding the third party claims described in the Section.
8.5 The Disclosing Party shall be entitled to recover damages, arising from any breach of this Agreement by the Receiving Party and from the actions or omissions of any Representative of the Receiving Party, in accordance with German law.
9.1 A party’s entire liability in the aggregate for all claims related to the Agreement (regardless of the basis of the claim) will not exceed any actual direct damages incurred by the other party up to the total amount paid by Customer under this Agreement in the twelve (12) months preceding the first event giving rise to liability.
9.2 Neither party will be liable for (a) special, incidental, exemplary, or indirect damages, or any economic consequential damages, or (b) lost profits, business, value, revenue, goodwill, or anticipated savings.
9.3 The following are not subject to the limitation in Section 9.1 and the exclusion in Section 9.2: (a) a party’s indemnification payments set forth in Section 8 (Indemnification), and (b) damages that cannot be limited under applicable law.
9.4 Export Control and Economic Sanctions Compliance. Each party represents that it is not named on any European or U.S. government list of prohibited or restricted parties, nor is it owned or controlled by or acting on behalf of any such parties. Customer agrees that it will not access or use the Service in any manner that would cause any party to violate any German or international embargoes, economic sanctions, or export controls laws or regulations.
10.1 Governing Law; Venue. Both parties agree to Agreement and any dispute or claim, arising out of or in connection with it, or its subject matter, or wording/formulation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the GERMAN law. The courts of Berlin shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions under the Agreement.
10.2 Notices. Yendou may give general notices related to the Service that apply to all customers by email, in-app notifications, or posting them through the Service. Other notices under the Agreement must be in writing and sent to the business mailing or email address specified in this Section or the Order Form, unless a party designates in writing a different address. Notices are deemed given when received. Notices to yendou must be sent to email@example.com with a copy to Yendou GmbH, ℅ Zina Sarif, Wichertstrasse 53, 10439 Berlin Germany.
10.3 Publicity. Yendou may include Customer’s name and logo in Yendou’s online customer list and in print and electronic marketing materials.
10.4 Channel Partners. Customers may acquire Subscriptions through Yendou channel partners. Such channel partners are independent from Yendou and unilaterally determine their prices and terms. Yendou is not responsible for their actions, omissions, statements or offerings.
10.5 Consents. Where approval, acceptance, consent, access, cooperation, or similar action by either party is required, such action will not be unreasonably withheld.
10.6 Access to Non-Production Versions of the Service. Customer may be provided with access to beta, trial, proof of concept, or sandbox versions of the Service or features within the Service (collectively, the “Non-Production Versions of the Service”). Customer acknowledges and understands that its use of the Non-Production Versions of the Service is not required and is at Customer’s own risk, and that Non-Production Versions of the Service are made available on an “as is” basis without warranties of any kind, may be discontinued or modified at any time, and may be subject to other terms. Non-Production Versions of the Service are not for production use, not supported, and not subject to availability or security obligations. Yendou will have no liability for any harm or damage arising out of or in connection with Non-Production Versions of the Service. Customer acknowledges that its trial will automatically convert to a Subscription at the end of the trial and that Yendou may charge Customer for the applicable Subscription fees unless Customer has notified Yendou in writing of its decision to opt out during the trial.
10.7 Relationship of the Parties. Yendou is an independent contractor, not Customer’s agent, joint venturer, partner, or fiduciary. No right or cause of action for any third party is created by the Agreement or any transaction under it.
10.8 Force Majeure. Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control.
10.9 Severability; No Waiver. If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect.
10.10 Assignment. Neither party may assign the Agreement, in whole or in part, without the prior written consent of the other. However, either party may assign the Agreement to its Affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
10.11 Modifications. Yendou may revise this Agreement from time to time by posting the modified version on its website. If, in Yendou’s sole discretion, the modifications proposed are material, Yendou will provide Customer with notice in accordance with Section 11.2 (Notices) at least thirty (30) days prior to the effective date of the modifications being made. By continuing to access or use the Service after the posted effective date of modifications to this Agreement, Customer agrees to be bound by the revised version of the Agreement.
10.12 Dispute Resolution. All disputes arising out of this Agreement including non-contractual disputes or claims, shall be governed by and construed in accordance with the GERMAN law. The courts of Berlin shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this Agreement will prevent either party from resorting to judicial proceedings for (a) interim relief to prevent material prejudice or a breach of confidentiality provisions or intellectual property rights, (b) determining the validity or ownership of any copyright or patent owned or asserted by a party or its Affiliates, or (c) debt collection in amounts below Euro €100,000 (or its equivalent).