OVERVIEW of TERMS AND CONDITIONS AND END USER LICENSE AGREEMENT
Last updated on November 7, 2019
These TERMS AND CONDITIONS AND END USER LICENSE AGREEMENT (the “Terms”) represent a legal agreement that explains your rights and obligations around your Use of the Honeybee Hub Inc. (“Honeybee Hub”) website at www.honeybeehub.io (the “Site”), its web application (“WebApp”) available through the Site and the Honeybee™ mobile application (the “Mobile App”) through which which Honeybee Hub offers its Services, all Content, and any new features or tools that may be added to them.
PLEASE READ THESE TERMS CAREFULLY.
Capitalized terms used in this Overview are defined in the Detailed Terms .
BY BROWSING THE SITE OR BY CLICKING “I ACCEPT” WHEN YOU OPEN AN ACCOUNT TO USE THE WEBAPP OR MOBILE APP AND TO SUBSCRIBE TO OUR SERVICES, YOU ACCEPT THESE TERMS, CONSENT TO THE TRANSMISSION OF CERTAIN INFORMATION DURING ACCOUNT ACTIVATION AND DURING YOUR USE OF THE SITE, WEBAPP, AND MOBILE APP ACCORDING TO OUR PRIVACY NOTICE, AND YOU
1. REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD, ARE OF SOUND MIND, AND ARE OTHERWISE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT; 2. AGREE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND THAT YOU WILL BE LEGALLY BOUND BY THESE TERMS, AND ANY OTHER AGREEMENTS THAT THESE TERMS REFERENCE, SUCH AS OUR PRIVACY NOTICE; 3. ACKNOWLEDGE THAT DISPUTES RELATED TO THESE TERMS WILL BE SETTLED BY BINDING ARBITRATION IN ONTARIO, CANADA IF BROUGHT WITHIN A SET TIME (Section 27); 4. ACKNOWLEDGE THAT YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO CLASS ACTIONS LAWSUITS FOR ANY MATTER RELATED TO THESE TERMS; 5. ACKNOWLEDGE AND AGREE TO USE RESTRICTIONS IN SECTION 14; DISCLAIMER IN SECTION 22, LIMITATION OF LIABILITY IN SECTIONS 23; AND EXPORT RESTRICTIONS SECTION 25.
IF YOU DO NOT ACCEPT ALL THESE TERMS AS PROVIDED DO NOT ACCESS OR USE THIS SITE AND DO NOT OPEN AN ACCOUNT TO SUBSCRIBE TO OUR SERVICES OR USE THE WEBAPP OR MOBILE APP.
We may make some changes to or update these Terms from time to time without notice. It is your responsibility to check the Change Log on the last page of the Terms from time to time. If we make significant changes to these Terms, we will notify you of those changes and the date on which they will come into effect by posting an alert on the Site, the WebbApp, and the Mobile App and we may also send you the notice by email.
WHEN YOU USE OR ACCESS THE SITE AND THE WEBAPP OR MOBILE APP YOU ARE BOUND TO THE TERMS IN EFFECT ON THE DATE OF YOUR VISIT.
The currency date of these Terms is posted at the top of this page and the first page of the Detailed Terms .
If you have questions about the Site, the WebApp or Mobile App, or our Services, please contact us at firstname.lastname@example.org.
DETAILED TERMS AND CONDITIONS AND END USER LICENSE AGREEMENT LAST UPDATED: November 7, 2019
Table of Contents 1. INTRODUCTION 2. ADDITIONAL TERMS 3. OUR PLATFORM AND SERVICES 4. DEFINITIONS 5. SCOPE 6. CHANGES TO SITE AND SERVICES 7. ACCURACY OF CONTENT 8. PRIVACY NOTICE 9. ACCESSIBILITY 10. LOCATION 11. CASL AND CONSENT TO RECEIVE EMAIL 12. INTELLECTUAL PROPERTY RIGHTS AND LICENSES 13. SOFTWARE UPDATES AND UPGRADES 14. ACCESS AND RESTRICTIONS ON USE 15. SUBMITTING INFORMATION TO US 16. ACCOUNTS 17. TERMS FOR RESEARCHERS 18. TERMS FOR PARTICIPANTS 19. MESSAGING SYSTEM 20. HYPERLINKS AND THIRD-PARTY SITE AND THE WEBAPP OR MOBILE APP 21. THIRD-PARTY PAYMENT PROCESSORS 22. DISCLAIMERS 23. LIMITATION OF LIABILITY 24. INDEMNIFICATION 25. EXPORT RESTRICTIONS 26. OPEN SOURCE SOFTWARE 27. DISPUTE RESOLUTION 28. WAIVER OF JURY TRIAL AND CLASS ACTIONS SUITES 29. CHANGES TO THESE TERMS 30. GENERAL
These TERMS AND CONDITIONS AND END USER LICENSE AGREEMENT (the “Terms”) represent a legal agreement that explains your rights and obligations around your Use of the Honeybee Hub Inc. (“Honeybee Hub”) website at www.honeybeehub.io (the “Site”), its web application (“WebApp”) available through the Site, and the HoneybeeTM mobile application (the “Mobile App”) through which Honeybee offers its Services, all Content, and any new features or tools that may be added to them.
PLEASE READ THESE TERMS CAREFULLY.
BY BROWSING THE SITE OR BY CLICKING “I ACCEPT” WHEN YOU OPEN AN ACCOUNT TO SUBSCRIBE TO OUR SERVICES AND TO USE THE WEBAPP OR MOBILE APP YOU:
• REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD, ARE OF SOUND MIND, AND ARE OTHERWISE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT; and • AGREE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND THAT YOU WILL BE LEGALLY BOUND BY THESE TERMS AND ANY OTHER AGREEMENTS THAT THESE TERMS REFERENCE, SUCH AS OUR PRIVACY NOTICE; • ACKNOWLEDGE THAT DISPUTES RELATED TO THESE TERMS WILL BE SETTLED BY BINDING ARBITRATION IN ONTARIO, CANADA IF BROUGHT WITHIN A SET TIME (Section 27); • ACKNOWLEDGE THAT YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO CLASS ACTIONS LAWSUITS FOR ANY MATTER RELATED TO THESE TERMS; • ACKNOWLEDGE AND AGREE TO USE RESTRICTIONS IN SECTION 14; DISCLAIMER IN SECTION 22, LIMITATION OF LIABILITY IN SECTIONS 23; AND EXPORT RESTRICTIONS SECTION 25.
IF YOU DO NOT ACCEPT ALL THESE TERMS AS PROVIDED DO NOT ACCESS OR USE THIS SITE AND DO NOT OPEN AN ACCOUNT TO SUBSCRIBE TO OUR SERVICES OR TO USE THE WEBAPP OR MOBILE APP.
2. ADDITIONAL TERMS
These Terms may be supplemented by additional terms related to specific Content or Service options we may make available on the Site or through the WebApp or Mobile App ("Additional Terms"). REFERENCE TO THESE TERMS SHALL INCLUDE THE TERMS AND ANY ADDITIONAL TERMS. We will notify you of any Additional Terms and prompt you to review and accept them before you engage with the specific Content or Service option to which they may apply. If there are inconsistencies between these Terms and the Additional Terms, then the Additional Terms will control.
3. OUR PLATFORM AND SERVICES
We provide a secure research study discovery hub through our Site, WebApp, or Mobile App (the “Platform”) that connects researchers in a variety of research areas with individuals interested in being research study participants (together the “Services”).
Capitalized terms not otherwise defined in these Terms shall have the following meaning: “Account” means an account created by a Researcher or a Participant to access Services via the WebApp or the Mobile App. Participant Accounts are free. Researcher Accounts are available as free-trail Accounts or as paid Accounts.
“Account Record” means the Personal Information, Personal Health Information, (each as defined in the Privacy Notice) collected in the process of providing the Services, evaluating your eligibility to participate in Research Studies, and all other information in an Account.
“Affiliates” means the legal entities that (directly or indirectly) control, are controlled by, or are under common control with the named party, but only for as long as that control exists during the Term. For purposes of this definition, “control” means (a) having, direct or indirect, or the power to direct the management or policies of an entity or (b) having beneficial ownership of at least 50% of the voting securities or other ownership interest or other comparable equity interests of an entity.
“Client” means a Person who subscribes to receive Services and includes Researchers and Participants. "Content" means text, data, statistics, images, graphics, documents, forms, guidelines, video, audio or other multimedia content, software, or other information or material we provided on the Site, the WebApp, and Mobile App, and includes your Account Record. “Feedback” means all comments and suggestions for improvement that you may provide to us by any means. “Intellectual Property” means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including ideas, formulae, algorithms, concepts, techniques, processes, procedures, protocols, approaches, methodologies, plans, systems, research, information, documentation, data, data compilations, specifications, requirements, designs, diagrams, programs, inventions, technologies, software (including its source materials), tools, products knowledge, know-how, trade secrets, unpublished patent applications, and other materials or things, trademarks, trade names, and domain names; “Intellectual Property Rights” means any and all legal protection now recognized by law or that in the future may be recognized by law anywhere in the world – whether by statute, at common law, or otherwise – relating to the Intellectual Property including patent law, copyright law and moral rights, trademark law, design patent or industrial design law, semiconductor chip or mask work law, trade secret law, confidential information, or any other statutory provision or common law principle applicable to these Terms that may provide a right in either the Intellectual Property or the expression or use of the Intellectual Property and all other applications, registrations, or grants of rights analogous to them, and including the right to apply for the any of them; “Legal Dependent” means an individual who is less than 18 years old or an adult who authorized another individual to act on his or her behalf under a Power of Attorney for Personal Care. “Listing” means the details of a Research Study posted by a Researcher on the Site, WebApp, or MobileApp. “Participant(s)” means an individual who creates an Account on the WebApp or Mobile App with the intention to sign up for Research Studies. Once a Participant engages with a Researcher he or she may become a human subject for a Research Study.
“Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture or similar entity or organization, including a government or department or agency of a government. “Purpose” to provide or receive (as applicable) the Services. “Researcher” means a Person who posts, or intends to post, Research Studies approved by the Researcher’s institution on the Site, WebApp, or MobileApp, evaluates the eligibility of Participants for Research Studies, and conducts those Research Studies independently of Honeybee. “Research Study” or “Research Studies” means a research study or research studies listed by Researchers on the Site, WebApp, or MobileApp. “Substitute Decision Maker” means a parent, guardian, or a holder of a Power of Attorney for Personal Care who acts on behalf of a Legal Dependent. “Use” or “Using” means to access, read, review, print, communicate, share, upload, or download. “User” means any Person who visits or Uses the Site, WebApp, or Mobile App and includes Researchers and Participants.
“User Content” means any text, data, images, graphics, documents, video, audio or other multimedia content that you submit to or upload onto the Site, the WebApp, or the Mobile App, other than Personal Information and Personal Heath Information.
"we", "us" or "our" means Honeybee Hub Inc., our Affiliates, and our respective officers, directors, employees, contractors, and consultants "you" or "your" means a Person who Uses the Site, the WebApp, the Mobile App, or the Content as a visitor, a prospective Client, or a current Client.
THE SITE, WEBAPP, MOBILE APP, SERVICES, AND CONTENT ARE PROVIDED FOR YOUR GENERAL INFORMATION ONLY, DO NOT CONSTITUTE MEDICAL, SCIENTIFIC, LEGAL, OR ANY OTHER TYPE OF ADVICE, AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, ASSESSMENT AND EVALUATION. YOU SHOULD NOT RELY ON ANY OF THEM TO TAKE OR NOT TO TAKE ANY ACTION OR TO MAKE OR NOT MAKE ANY DECISIONS ABOUT YOUR MEDICAL CONDITIONS OR YOUR HEALTH WITHOUT CONSULTING A QUALIFIED PROFESSIONAL.
IF YOU RELY ON ANY CONTENT ON THE SITE, WEBAPP, OR MOBILE APP YOU DO SO AT YOUR OWN RISK, BUT NOTHING IN THESE TERMS IS INTENDED TO LIMIT YOUR STATUTORY RIGHTS.
6. CHANGES TO SITE AND SERVICES
We reserve the right to, at any time and for any reason to: (1) modify, suspend, or terminate the Site, the WebApp, the Mobile App, and the Services and to reprice our Services, all without notice to you and without liability to you or to any third-party; (2) refuse to offer Services to any Person, or in any jurisdiction; and (3) to report verbal or written abuse of any kind (including threats of abuse or retribution) you make toward another User, our Clients, our directors, officers, employees, contractors, or our third-party service providers to the authorities.
7. ACCURACY OF CONTENT
We, and any other Persons involved in the management of the Site, WebApp, or the Mobile App, may make changes to the Content at any time and without notice. While we make commercially reasonable efforts to ensure that the Content is accurate, current, and free of typographical and other errors, occasionally some Content on our Site or WebApp or Mobile App may be inaccurate, incomplete, or may contain typographical or other errors (together “Errors”). We reserve the right, but we do not have an obligation to correct Errors or to change the Content, except as required by law. You should not take any updates to these Terms to indicate that such Errors have been corrected.
8. PRIVACY NOTICE
We are committed to protect the privacy of your Account Record. You acknowledge and agree that your Use of the Site, the WebApp, or the Mobile App, and our Services and our collection, Use, and disclosure of your Account Record is governed by our Privacy Notice. Our Privacy Notice is hereby included by reference in these Terms. If there are inconsistencies between the Terms and the Privacy Notice, then these Terms will control.
We seek to make the Site, the WebApp, and the Mobile App accessible to all. If you have any problems Using the Site, the WebApp or Mobile App, or accessing the Content please contact us at email@example.com.
We operate the Site, the WebApp, and the Mobile App and offer Services from Ontario, Canada. OUR SERVICES ARE ONLY MADE AVAILABLE WHERE THEY CAN BE LEGALLY OFFERED FOR SALE AND WE DO NOT REPRESENT OR WARRANT THAT ANY CONTENT IS LEGAL FOR USE IN ANY OTHER LOCATIONS.
IF YOU USE THE SITE, WEBAPP, OR MOBILE APP OR SERVICES FROM ANOTHER LOCATION, YOU MUST COMPLY WITH ALL PROVINCIAL, STATE, OR FEDERAL LAWS APPLICABLE IN THE LOCATION FROM WHICH YOU ACCESS THEM.
11. CASL AND CONSENT TO RECEIVE EMAIL
We comply with Canada’s Anti-Spam Legislation (“CASL”). We will ask for your explicit consent before we send you any marketing or promotional emails, newsletters, invitations to participate in surveys, or other reasons that are not central to the Purpose. You may provide your consent for such email communications in the “My Account” tab and under the “Settings” section, and you may withdraw your consent through the Consent Center, by using the “Unsubscribe” link available in any of our emails to you, or by contacting us at firstname.lastname@example.org.
12. INTELLECTUAL PROPERTY RIGHTS AND LICENSES
Honeybee Hub (or its licensors), own the right, title, and interest in and to Site, the WebApp, the Mobile App, the Content, the Services and the Intellectual Property Rights in each of them. Nothing in these Terms grants you any rights, title, or interest in the Site, the App, or the Content, other than as explicitly provided below. Except as expressly provided under these Terms, we have not and do not grant you a license or any other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property that we own or control. You agree not to take any action that interferes, in any manner, with our intellectual property rights with respect to the Site, the WebApp, the Mobile App, and Content. All trademarks, service marks, logos, trade names and any other proprietary designations of Honeybee Hub used in/on/with any Content on the Site, WebApp, Mobile App are common law or registered trademarks of Honeybee Hub. Any other trademarks, service marks, logos, trade names and any other proprietary designations used in/on/with any Content on the Site, the WebApp, or the Mobile App are owned, or operated under license, by the respective third parties.
You acknowledge that we may seek immediate injunctive relief, in addition to any other remedies available to us, if you violate this section of the Terms.
Subject to these Terms, Honeybee Hub hereby grants you a non-exclusive, non-transferable, revocable, non-sublicensable, and limited right license to install, run, and Use the WebApp or Mobile App, together with their underlying software and software code solely for the Purpose and your personal, non-commercial use (the “License”). This License does not a transfer Honeybee Hub’s or its licensors’ right, title, and interest in the WebApp or Mobile App from Honeybee Hub or its licensors to you. For clarity (i) Participants are licensed to use the WebApp or to download the Mobile App on one personal device that you own and control; and (ii) Researchers are authorized to post Listings and Use the WebApp .
13. SOFTWARE UPDATES AND UPGRADES
The WebApp and Mobile App may periodically check for software updates or upgrades and push them to your device for installation. By accepting these Terms, you agree to receive these types of automatic updates and upgrades without any additional notice. All the updates we may provide are subject to these Terms, unless such updates are accompanied by terms.
14. ACCESS AND RESTRICTIONS ON USE
a. Permitted Use
You may access and Use the Site, the WebApp, or the Mobile App, and the Content only for the Purpose, according with these Terms and any Additional Terms, and according to all applicable laws and regulations in the location from which you are Using them.
b. Prohibited Uses
You acknowledge and agree that, your Use of the WebApp and Mobile App is limited to the License, as described in Section 12(b). If you engage in any of the following activities when Using the Site, the WebApp, the Mobile App, the Content, or the Services, we have the right to terminate your Account and your subscription to the Services. Therefore, you agree that you:
i. Will not adjust, circumvent, or remove or try to adjust, circumvent, or remove any Intellectual Property Rights notices on the Site, the WebApp or Mobile App, or the Content in whatever medium and as it initially appeared on the Site, WebApp or Mobile App, or Content, such as copyright notices and any digital rights or other security technology embedded in any Content; ii. Will not Use the Site, the WebApp or Mobile App, the Content, or the Services or any Honeybee Hub API for any purpose and in any manner that is, explicitly or implicitly, prohibited by these Terms, that is inconsistent with our Privacy Notice; will not post, display, distribute, upload, or expose Content that contravenes our Privacy Notice or violates the privacy, Intellectual Property Rights, or contractual rights of any Person, or that facilitate or promote activities that contravene, or is otherwise prohibited by applicable law in the location from which you Use them; will not defame or disparage anyone associated with us, or make any obscene, derogatory or offensive comments about us, the Site, the WebApp or Mobile App, or the Content or any other User, so as to bring us or any third party into disrepute or to cause us to be liable to any third party; will not Use the Site and the WebApp or Mobile App, or the Content to promote or condone hate or violence on any grounds; iii. Will not and will not attempt to decompile, copy, disassemble, modify, adapt, reverse engineer, or otherwise attempt to derive the source code for the Site, WebApp, and Mobile App (except to the extent you may be expressly permitted to decompile under applicable law); distribute, encumber, sell, rent, lease, sublicense, transmit, perform, or publish, deep-link, create derivative works from or exploit the underlying software or source code of the Site, WebApp, and Mobile App for the benefit of any third party; iv. Will not use any methods or tools to access, scrape, crawl or spider any pages of the Site and WebApp or Mobile App, or systematically collect, store, transmit, distribute, or retrieve data or other content from our Site, WebApp or Mobile App, or Content, to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, in any way; will not transfer the Content or any part of it without our express written consent, which is not granted in these Terms or any Additional Terms. v. Will not damage, abuse, disable overburden, impair, or interfere with the security or the functioning of the Site, the WebApp or Mobile App, such as by distributing viruses or malware of any kind or other similar harmful software code; or transmitting unsolicited commercial electronic messages, collecting; vi. Will not sell, reproduce, modify or attempt to modify the Site, WebApp or Mobile App, or Content in any way, or reproduce, display, perform, distribute, or Use the Site, WebApp or Mobile App, or any Content in public or for any public or commercial activities; and will not copy any HTML or other programs that are available on the Site and the WebApp or Mobile App. vii. Will not use the WebApp or Mobile App or its software and underlying code as server software, for commercial hosting, make the software available for simultaneous use by multiple users over a network, install the software on a server and allow users to access it remotely, or install the software on a device for use only by remote users, or in whole or in part, whether modified or unmodified, incorporate the WebApp or Mobile App software and source code into other programs; viii. Will not represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so with you in writing; and will not impersonate another Person or User, or otherwise misrepresent yourself or your affiliation with any Person; forge any TCP/IP packet header or any part of the header information in any email, or in any way Use the Site, Services, WebApp or Mobile App, Feedback, or User Content to send altered, deceptive, false source-identifying information; or attempt to obtain unauthorized access to the Site, or WebApp or Mobile App or portions of either of them that are restricted from general access; open and Account using an e-mail address that you do not own; or submit any incomplete, false or inaccurate information, including without limitation incomplete, false or inaccurate biographical information when you open an Account or at any other time; ix. Will not Use, display, mirror, or frame the Site, WebApp or Mobile App, or the Content, or any part of them, Use our name or any of our trademarks, logs or other proprietary information, or the layout and design of any page or forms of the Site or WebApp or Mobile App without our express written consent; x. Will not access, tamper with, or Use non-public areas of the Site or WebApp or Mobile App; attempt to probe, scan, or test the vulnerability of any of our systems or networks, or to breach or attempt to breach any security or authentication measures; avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure we use to protect the Site, WebApp or Mobile App, Services, or the Content. xi. are solely responsible for all costs and expenses you may incur in relation to your engagement in any of the above activities.
15. SUBMITTING INFORMATION TO US
a. General You should not share through email, post on the public area of the Site, or in any Feedback, any material that contains Personally Information and Personal Health Information (both as defined in the Privacy Notice). b. User Content
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit (“Make Available”) User Content on the Site and the WebApp or Mobile App and you acknowledge and agree that you are solely responsible for all User Content that you Make Available on the Site, WebApp or Mobile App.
Accordingly, you represent and warrant that (i) you either are the sole and exclusive owner of the User Content or that you have all the licenses, consents, and releases necessary to Make Available the User Content; and (ii) that the User Content, your use of it, or your Making it Available, does not infringe, misappropriate or violate a third party's Intellectual Property Rights or any rights of publicity or privacy, or result in the violation of any applicable law or regulation.
User Content is not confidential information and we will not be liable for any Use and/or disclosure of such User Content. If you post or upload any User Content to the Site or the WebApp or Mobile App, you acknowledge and agree that, subject to our Privacy Notice, we may Use such information as we see fit, including to reproduce, transmit, publish, and post it, on any medium anywhere in the world for free.
You hereby grant to Honeybee Hub a world-wide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to Use, copy, adapt, modify, distribute, license, publicly display, publicly perform, transmit, stream, broadcast, and otherwise exploit any User Content Made Available on the Site, the WebApp, or the Mobile App and you hereby waive your Moral Rights (as defined in the Copyright Act, Canada or other similar legislation in other countries) in the User Content.
We welcome and encourage your Feedback. You acknowledge and agree that all Feedback you give us is the sole and exclusive property of Honeybee Hub and you hereby irrevocably assign to Honeybee Hub all your right, title, and interest in and to the Feedback and all Intellectual Property Rights in it and hereby waive any Moral Rights you may have in the Feedback. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us to acquire, perfect, and maintain our intellectual property rights and other legal protections for the Feedback.
To open an Account, you must be are at least eighteen (18) years old, of sound mind, otherwise legally able to be bound by these Terms, and have read these Terms and the Privacy Notice.
You can register for an Account to access the Services through the WebApp or the Mobile App.
You represent and warrant that you will provide accurate, current, and complete information in your Account and to update such information from time to time to keep it accurate, current and complete. We reserve the right to suspend or terminate your Account and your subscription to the Services (as applicable) if any information you provided during registration or any time thereafter proves to be inaccurate, fraudulent, outdated, or incomplete.
For our protection, we reserve the right, but do not have an obligation to, verify your identity through background checks and other identity verification services at our sole discretion.
Account Login credentials
Your Account login credentials will be created at registration. It is vital that you keep your login credential safe and not share them with anyone.
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE RESPONSIBLE FOR SAFEGUARDING YOUR LOGIN CREDENTIALS AND ARE SOLELY RESPONSIBLE FOR ANY ACTIONS TAKEN UNDER YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH ACTIONS.
IF YOU SUSPECT THAT YOUR LOGIN CREDENTIALS MAY HAVE BEEN LOST, STOLEN, OR COMPROMISED, YOU MUST NOTIFY US IMMEDIATELY BY PHONE AT 647-873-6720 OR BY EMAIL AT SUPPORT@HONEYBEEHUB.IO.
If you have a paid Account, Service subscription fee for your Account are payable either monthly or yearly beginning at Account activation and are payable at the beginning of the following applicable billing period after the activation date. If a Subscription is cancelled during a pay period, the cancellation shall take effect at the next billing period for a monthly account. Refunds for yearly subscription cancelled during the billing period will be refunded for the number of full months remaining in that billing period.
Account Suspension, Deactivation, or Termination
We may, at our discretion, with or without prior notice to you, and at any time, limit, suspend, deactivate or cancel your Account if we determine or suspect that you have engaged in a Prohibited Act, violated any other provisions of these Terms, or failed to pay an overdue invoice within 30 days of receiving our notice that your account is in arrears.
You may cancel your Account or a subscription for Services at any time via the "Delete Account" feature under the “Settings” tab in your Account or by sending us an email at email@example.com. Upon cancellation of an Account or a subscription for Services, your Account Record will be subject to our data retention and destruction policies outlined in our Privacy Notice.
17. TERMS FOR RESEARCHERS
Creating, Editing, and Deleting Listings. You can create, edit, and delete Listings through the Listing management tools in your Account. You represent and warrant that the Research Study detailed in your Listings has been approved by the applicable institutional research ethics board (REB), collects only the minimum Personal Health Information required to determine if a Participant meets the eligibility criteria, and shall comply with applicable privacy and data protection laws and regulations. We make available in the Researcher Account a Research Ethics Document which details our services and which you can present to your REB. You are solely responsible for the accuracy of your Listings and for obtaining the required ethics approvals for the Research Study and your Listings.
Listing Promotion. We publicize your Listings by promoting the Honeybee Hub platform, not individual Listings. Visitors to our Site may elect to promote your Listing through social media channels and links and you acknowledge and agree that we are not responsible for and do not control any promotion of your Listing beyond our Site.
Participants’ Data. Researchers may request and will collect and use Participant health-related information though our encrypted Messaging System (described below), to evaluate Participant eligibility for Research Studies in compliance with applicable ethical requirements and privacy and data security laws. .
18. TERMS FOR PARTICIPANTS
Study Participation. You are solely responsible for choosing to participate in any Research Studies, ensure you meet the eligibility criteria in the Listing, and abide by the rules and protocols of those studies. WE HAVE NO CONTROL OVER AND ARE NOT RESPONSIBLE FOR THE CONTENT OR MANAGEMENT OF RESEARCH STUDIES.
Anonymous Participation Requests. When you request to join a Research Study, we will assign you a randomly generated participant ID. Your Account registration credentials will not be shared with a Researcher.
Additional Information. To determine if you are eligible for a Research Study, a Researcher may ask you for additional information, including health-related information, to determine if you qualify for the Research Study. All information exchanged between you and a Researcher though our Messaging System is encrypted, is subject to our Privacy Notice, and becomes part of your Account Record.
Under-Age and Legal Dependents Participants. Legal Dependents may use the Services though a Substitute Decisions Maker.
Violation of Rights. If you believe that your rights have been violated, please contact us at firstname.lastname@example.org and we will investigate the matter. We reserve the right to remove content where we have grounds for suspecting the violation of these Terms or the rights of any other party.
19. MESSAGING SYSTEM
Communications between Participants and Researchers during the evaluation of eligibility for a Research Study are carried out through our encrypted WebApp or MobileApp. The response rate and message frequency is determined exclusively by the Participant and the Researcher. DO NOT USE THE MESSAGING SYSTEM FOR MEDICAL EMERGENCIES OR ANYTHING OTHER THAN DETERMINING THE ELIGIBILITY OF A PARTICIPANT FOR A RESEARCH STUDY.
20. HYPERLINKS AND THIRD-PARTY SITE AND THE WEBAPP OR MOBILE APP
The Site, the WebApp, or the Mobile App may contain hyperlinks or references to third-party websites that we provide for your convenience only, and do not constitute our endorsement of those sites, their operators, or any products or services that may be sold on those sites. If we are associated with any third-parties which we hyperlink on our Site or WebApp or Mobile App we will so state. If you click on a link to a third-party site you will leave the Site, the WebApp, or the Mobile App and you will be subject to the terms and conditions of those sites. We have no control over these third-party websites and we accept no responsibility for any content, material or information on them, or for your use or reliance on any of it.
21. THIRD-PARTY PAYMENT PROCESSORS
WE PROVIDE THE SITE, WEBAPP, AND MOBILE APP, ACCOUNTS, CONTENTS, AND SERVICES ‘AS IS’ AND ‘AS AVAILABLE’. WE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS THAT THE SITE, WEBAPP, MOBILE APP, SERVICES, ACCOUNTS, AND CONTENT WILL BE OF SATISFACTORY OR MERCHANTABLE QUALITY; FIT FOR ANY PARTICULAR PURPOSE; NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; FUNCTION OR BE AVAILABLE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, CURRENT, OR COMPLETE; OR ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, OR THE COURSE OF USAGE OR TRADE OF ANY OF THE FOREGOING.
YOU ARE, AND WILL AT ALL TIMES BE, SOLELY RESPONSIBLE FOR ANY MEDICAL-RELATED DECISIONS YOU MAKE OR NOT MAKE BASED ON ANY, CONTENT, OR DATA DOWNLOADED OR OTHERWISE ACCESSED THROUGH THE PLATFORM OR RECEIVED THROUGH THE SERVICES.
IF YOU ARE A RESEARCHER, YOU ARE SOLELY RESPONSIBLE FOR THE PROPER CONSENTING OF STUDY PARTICIPANTS, THE CONDUCT OF YOUR RESEARCH STUDY, THE WELL-BEING OF, AND ANY ILLNESSES, INJURIES (INCLUDING DISABILITY AND DEATH) SUSTAINED BY THE STUDY PARTICIPANTS YOU ENGAGE IN ANY RESEARCH STUDIES YOU ADVERTISE THOUGH THE PLATFORM. WE EXPRESSLY DISCLAIM ALL LIABILITY FOR THE CONDUCT OF RESEARCHERS AND ANY MATTERS RELATED TO THEIR RESEARCH STUDIES.
IF YOU ARE A PARTICIPANT WHO HAS BEEN CONNECTED WITH A RESEARCH STUDY THROUGH OUR PLATFORM YOU ARE SOLELY RESPONSIBLE FOR YOUR DECISION TO PARTICIPATE IN ANY RESEARCH STUDIES AND ACKNOWLEDGE AND ACCEPT THE RISKS INHERENT IN SUCH STUDIES. WE EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY MATTERS RELATED TO YOUR PARTICIPATION IN RESEARCH STUDIES.
23. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, WEBAPP, MOBILE APP, ACCOUNT, SERVICES, AND CONTENT REMAINS WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES WITH WHOM YOU MAY COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, WEBAPP, MOBILE APP, ACCOUNT, OR SERVICES AND YOU AGREE TO TAKE REASONABLE PRECAUTIONS TO PROTECT YOUR ACCOUNT INFORMATION IN ALL SUCH REGARDS.
IF YOU ARE DISSATISFIED WITH THE SITE, WEBAPP OR MOBILE APP, YOUR ACCOUNT, THE SERVICES, THE CONTENT, THESE TERMS, OR ANY ADDITIONAL TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SITE, WEBAPP, MOBILE APP, CONTENT, ACCOUNT, AND SERVICES.
WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, RELIANCE, SPECIAL OR OTHER DAMAGES, HOWEVER THEY ARISE, INCLUDING WITHOUT LIMITATION, ILLNESS, INJURY (INCLUDING DEATH OR DISABILITY), EMOTIONAL DISTRESS, DAMAGES FOR INCONVENIENCE, HARM TO BUSINESS OR PERSONS, LOST PROFITS, LOST SAVINGS OR LOST REVENUES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR PROGRAMS, OR OTHER DATA ON YOUR DEVICE ARISING, DIRECTLY OR INDIRECTLY FROM (1) YOUR LISTING OR CONDUCT OF A RESEARCH STUDY (2) YOUR PARTICIPATION IN A RESEARCH STUDY, (3) YOUR USE OF, OR THE INABILITY TO USE YOUR ACCOUNT, THE SITE, THE WEBAPP, OR MOBILE APP, THE SERVICES, OR THE CONTENT, FOR ANY REASON; (4) YOUR USE OR RELIANCE ON ANY CONTENT, INFORMATION, PRODUCTS, OR SERVICES ON ANY LINKED SITES, (5) THE ACTS OR OMISSIONS OF ANY THIRD-PARTY, INCLUDING USERS AND OUR SERVICE PROVIDERS, (6) YOUR COMMUNICATIONS OR INTERACTIONS WITH ANY OTHER USERS OF THE SITE, WEBAPP , MOBILE APP, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, WEBAPP OR MOBILE APP, OR SERVICES, OR (7) ANY ERRORS OR OMISSIONS IN THE CONTENT, THE SITE, THE WEBAPP OR MOBILE APP, OR YOUR ACCOUNT; (8) OUR OR YOUR TRANSMISSION OF CONFIDENTIAL INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, PERSONAL HEALTH INFORMATION, PERSONAL DATA, DATA CONCERNING HEALTH, OR OTHER SENSITIVE INFORMATION THOUGH THE INTERNET, INCLUDING BY EMAIL, TO OR FROM THE SITE, THE WEBAPP, THE MOBILE APP, OR YOUR ACCOUNT; ALL WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY OF LIABILITY, AND WHETHER OR NOT WE HAD BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN THAT REGARD.
IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY OF THE FOREGOING EXCEED THE TOTAL SUBSCRIPTION AMOUNT YOU PAID OVER THE PAST 12 MONTHS. THESE LIMITATIONS AND EXCLUSIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
You hereby agree to release, defend, indemnify, and hold us harmless from and against any and all liabilities, damages, claims, threats, losses, fines, fees and expenses (including reasonable attorneys’ fees and expenses), (individually a “Claim” and together “Claims”) made by a third-party arising directly or indirectly out of: a) your Use or reliance on the Site, WebApp or Mobile App, Services, Account, or Content, (b) your breach of these Terms, and any Additional Terms, or the Privacy Notice; (c) your User Content; (d) your violation of any rights of a third-party, (e) your use, reliance on, or engagement of any kind with any of our service providers and (f) your use or reliance upon any sites linked on the Site or WebApp or Mobile App, or your commercial or other relationship with the operators of those sites and any contract for products or services of those parties that you may have entered, (g) injuries, disability, or death from participation in a Research Study listed on our Platform, and (h) any and all acts or omissions of a Researcher made in relation to a Research Study that the Researcher listed on our Platform. In addition, you agree to reimburse us for any and all costs, attorney's fees and expenses we may incur to enforce the provisions of this Agreement against you, whether by arbitration, prosecution of a lawsuit, or otherwise. You will not be required to indemnify us, to the extent allowed by law, where such Claims are caused by our gross negligence or willful misconduct.
25. EXPORT RESTRICTIONS
You must comply with all domestic and international export laws and regulations that apply to the Platform software, which include restrictions on destinations, end users, and end use. WE MAKE NO REPRESENTATION THAT THE PLATFORM SOFTWARE IS APPROPRIATE FOR USE IN THE COUNTRY FROM WHICH YOU ACCESS IT. You acknowledge that none of the Platform Software or underlying information or technology will be downloaded or otherwise exported or re-exported into (or to a national or resident of any countries subject to Canadian export restrictions or U.S. trade embargo. Canada currently imposes sanctions against, among others, Eritrea, Iran, North Korea, Syria, and Venezuela (please visit http://www.international.gc.ca/world-monde/international_relations-relations_internationales/sanctions/current-actuelles.aspx?lang=eng for up-to-date information). Currently the countries on the U.S. trade embargo list includes Iran, Cuba, Syria, North Korea, Sudan, Venezuela, and Eritrea (please visit https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx for the most up-to-date information). By using the Software, you agree to this term and represent and warrant that you are not located in or under the control of a national or resident of any such country or on any such list.
26. OPEN SOURCE SOFTWARE
The Platform software licensed to you in Section 12(b) of these Terms may include “Open Source” software (computer software that is distributed under a licensing arrangement, which provides that the computer code can be shared, viewed, and modified by the public). The restrictions in Section 14(b) only apply to our Platform software when and to the extent that they do not conflict with any terms of the applicable Open Source software license(s).
27. DISPUTE RESOLUTION
You and we agree to settle any dispute, claim, or controversy arising directly or indirectly from the enforcement, interpretation, validity, breach, and termination of these Terms, any Additional Terms, or the Privacy Notice (collectively, "Disputes") though good faith negotiations after providing to the other a written Notice of Dispute.
If we cannot find a resolution within 21 business days from the Notice of Dispute, then the Dispute will be settled by binding arbitration, except that we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our Intellectual Property Rights.
YOU AND WE MUST FILE A NOTICE OF DISPUTE FOR ARBITRATION (EXCEPT INTELLECTUAL PROPERTY DISPUTES) WITHIN ONE YEAR FROM THE DATE WHEN THE MATTER AT ISSUE FIRST AROSE, OTHERWISE NEITHER OF US WILL ABLE TO INITIATE ARBITRATION OR SEEK LEGAL RECOURSE FOR THAT MATTER.
If you are located in Canada
Any Dispute shall be determined by arbitration administered by the International Centre for Dispute Resolution (ICDR) Canada in accordance with its Canadian Arbitration Rules (the “Rules”). The arbitration shall be conducted in Ontario Canada, in the English language, by a single arbitrator appointed under the Rules. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of any class or representative proceeding. The arbitration will include a written confidential record of the arbitrator’s findings, which shall be final. An award of arbitration may be entered in a court of competent jurisdiction.
If you are located outside Canada
Any Dispute shall be determined by arbitration administered by the International Centre for Dispute Resolution (ICDR) in accordance with its International Arbitration Rules (the “Rules”). The arbitration shall be conducted in Ontario Canada, in the English language, by a single arbitrator appointed under the Rules. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of any class or representative proceeding. The arbitration will include a written confidential record of the arbitrator’s findings, which shall be final. An award of arbitration may be entered in a court of competent jurisdiction.
This section will survive any termination of your Account or your subscription to Services.
28. WAIVER OF JURY TRIAL AND CLASS ACTIONS SUITES
You acknowledge and agree that, subject to the Dispute Resolution provision, you and we each hereby waive our respective rights to a trial by jury and your waive your right to participate as a plaintiff or class member in any purported class action or representative proceeding against us.
This section will survive any termination of your Account or your subscription to Services.
29. CHANGES TO THESE TERMS We may make some changes or updates to these Terms from time to time without notifying you. A log of such changes will appear in the Change Log on the last page of these Terms. The changes will come into effect on the day they are made. It is your responsibility to check these Terms and the Change Log from time to time.
If we make significant changes to these Terms or replace them completely, we will post a notification banner on the Site and in the WebApp or Mobile App to alert you to the changes and the date on which they will come into effect. We may, but is not required to, also notify you by e-mail about such significant changes to these Terms. WHEN YOU USE OR ACCESS THE SITE AND THE WEBAPP OR MOBILE APP, YOU ARE BOUND TO THE TERMS IN EFFECT ON THE DATE OF YOUR VISIT.
Relationship of The Parties. We and you are independent contractors under these Terms and these Terms do not and shall not be construed to create a partnership or joint venture, agency relationship, or employment relationship between us. Neither we nor you have the right or authority to create any obligations on each other’s behalf.
Force Majeure. We are not liable to you for our breach of these Terms caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs, and other industrial disputes, breakdown of systems or network access, flood, fire, explosion, accident, cyber or terrorist attacks.
Severability. If any part of these Terms is found void and unenforceable by a court or arbitrator of competent jurisdiction, then that provision shall be severed from these Terms, then the rest of these Terms will remain valid and enforceable.
Cumulative Remedies. Other than as expressly stated in this Agreement, and subject to the Dispute Resolution provision, the remedies provided in this Agreement are in addition to, and without prejudice to, any other remedies we or you may have at law or in equity.
Waiver. If we choose not to enforce any right that we have against you at any time, this does not prevent us from later exercising or enforcing that right.
Assignment. You may not assign, sub-license or otherwise transfer any of your rights and obligations in these Terms to any other Person without our prior written consent, which we may give or withhold, at our sole discretion. We may assign these Terms without notice to you or consent from you.
Governing Law and Jurisdiction. These Terms shall be governed by and interpreted under the laws of the Province of Ontario and the laws of Canada applicable in Ontario, without regard to principles of conflicts of laws that may impose the laws of another jurisdiction. Subject to the Dispute Resolution provisions, you and we irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario regarding any dispute or claim that may arise from or in connection with these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is excluded.
Enurement. These Terms will be binding upon and inure to your and our benefit and to the benefit of your or our respective heirs, successors, permitted assigns and legal representatives, as applicable.
Statutory Rights. This Agreement shall not prejudice your statutory rights as a consumer.Survival. Any provisions of these Terms that require or contemplate performance after termination and by their nature must survive the termination of your Account or your subscription for Services, will so survive such termination. Acknowledgement. You agree that you have read these Terms before using the Platform, including any linked terms. You understand that by using the Platform and Services, you agree to be bound by these Terms and the linked terms in it. If you have any questions regarding these Terms or if you wish to request any information from us please contact us by email at email@example.com or by mail at Honeybee Hub Inc. at 100 College St. Suite 250 Toronto ON M5G 1L5 Canada.