Enterprise Terms of Service for EvidenceSync
Last Updated: April 1, 2025
These Terms of Service ("Terms") govern the access to and use of the EvidenceSync integrated evidence planning platform ("Service") by pharmaceutical, biotechnology, and life sciences organizations ("Client") and their authorized users. By accessing or using the Service, Client agrees to be bound by these Terms.
1. Access and User Management
1.1. Client must establish an enterprise account and designate authorized administrators.
1.2. Client is responsible for maintaining the confidentiality of all access credentials and for all activities conducted under Client's account.
1.3. Client shall implement appropriate internal controls to manage user access and ensure compliance with these Terms and applicable regulations.
2. Authorized Use of the Service
2.1. Client shall use the Service solely for legitimate business purposes related to pharmaceutical evidence planning and in compliance with all applicable laws and regulations.
2.2. Client shall not use the Service for any purpose that violates regulatory requirements, industry standards, or ethical guidelines applicable to the pharmaceutical and biotechnology sectors.
2.3. Client is responsible for ensuring the accuracy, completeness, and regulatory compliance of all data input into the Service.
3. Enterprise Subscription and Pricing
3.1. Client shall pay all fees specified in the executed Order Form in accordance with the payment terms therein.
3.2. Enterprise subscriptions may include customized implementation, service levels, and support as documented in the applicable Master Service Agreement.
3.3. All enterprise fees are non-refundable except as expressly provided in the applicable Master Service Agreement.
4. Data Ownership and Intellectual Property
4.1. Client retains all right, title, and interest in Client Data, including all intellectual property rights therein.
4.2. Client grants EvidenceSync a limited license to process Client Data solely to provide and maintain the Service and generate analytics as specified in the Order Form.
4.3. EvidenceSync owns all right, title, and interest in the Service, including all intellectual property rights in the platform, algorithms, and analytics engine.
4.4. Subject to contractual restrictions and anonymization protocols, EvidenceSync may utilize de-identified, aggregated data to improve the Service and develop industry benchmarks.
5. Data Security and Regulatory Compliance
5.1. EvidenceSync implements and maintains a comprehensive information security program that includes administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Client Data.
5.2. Our security controls are aligned with industry frameworks including ISO 27001, SOC 2, and NIST, and undergo regular independent assessments.
5.3. EvidenceSync supports compliance with applicable regulatory requirements, including 21 CFR Part 11 where specified in the Order Form.
5.4. In the event of a security incident affecting Client Data, EvidenceSync will notify Client in accordance with the timeframes and procedures specified in the applicable Master Service Agreement.
6. Confidentiality Obligations
6.1. Each party shall maintain the confidentiality of all non-public information disclosed in connection with the Service, including business processes, proprietary methodologies, and Client Data.
6.2. EvidenceSync acknowledges that Client Data may include competitively sensitive and proprietary information requiring heightened protection.
6.3. All confidentiality obligations shall survive termination of the Service for a period of five (5) years, or indefinitely for trade secrets.
7. Term, Termination, and Data Portability
7.1. The subscription term shall be as specified in the applicable Order Form and will automatically renew unless terminated in accordance with the Master Service Agreement.
7.2. Upon termination, Client may request export of Client Data in standard industry formats.
7.3. EvidenceSync will retain Client Data for the period specified in the Master Service Agreement to facilitate compliance with regulatory record-keeping requirements, after which it will be securely deleted in accordance with our data retention policies.
8. Warranties and Disclaimers
8.1. EvidenceSync warrants that the Service will perform materially in accordance with the documentation and that it maintains a validated environment where contractually required.
8.2. The Service is provided as a strategic planning tool and does not replace professional judgment. EvidenceSync makes no warranties regarding regulatory outcomes or clinical success resulting from use of the Service.
8.3. THE SERVICE IS NOT DESIGNED OR INTENDED FOR DIRECT CLINICAL DECISION MAKING OR PATIENT CARE. CLIENT IS SOLELY RESPONSIBLE FOR THE INTERPRETATION AND APPLICATION OF ANY OUTPUTS FROM THE SERVICE.
9. Limitation of Liability
9.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY SHALL BE LIMITED TO THE FEES PAID BY CLIENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
9.2. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES.
9.3. THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO: (A) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (B) INDEMNIFICATION OBLIGATIONS; OR (C) CLIENT'S PAYMENT OBLIGATIONS.
10. Compliance with Industry Regulations
10.1. Each party shall comply with all applicable laws, regulations, and industry codes relevant to the pharmaceutical and biotechnology sectors.
10.2. Client acknowledges that it has an independent duty to ensure compliance with regulatory requirements applicable to its operations and evidence generation activities.
10.3. Upon reasonable notice, EvidenceSync will cooperate with Client's compliance audits as required for regulatory purposes, subject to the terms of the Master Service Agreement.
11. Governing Law and Dispute Resolution
11.1. These Terms shall be governed by the laws specified in the Master Service Agreement without regard to conflict of law principles.
11.2. Any disputes shall be resolved through the dispute resolution procedures specified in the Master Service Agreement.
11.3. Nothing in these Terms shall limit either party's right to seek injunctive relief in any court of competent jurisdiction.
12. Business Continuity and Disaster Recovery
12.1. EvidenceSync maintains business continuity and disaster recovery plans designed to minimize service disruptions and ensure data preservation.
12.2. Recovery time objectives and recovery point objectives are as specified in the applicable Master Service Agreement and Service Level Agreement.
For questions regarding these Terms, please contact legal@evidencesync.ai.