Terms and Conditions
Terms and Condition Summary for Researcher Use of ProofPilot's Website, Researcher Web App and Other Associated Services and Technologies
- We take great pride in being responsive to our customers. However, you agree to utilize the software “as is”. While we can’t guarantee your requests, we will regularly update the software with new features and frequent improvements based on your feedback.
- Your studies as entered into ProofPilot are your own. All study protocol designs are the sole intellectual property of Customer.
- The ProofPilot study design platform (and associated participant experience preview functionality) is trademarked and proprietary, and you agree not attempt to replicate any portion of the platform or share with any organization with the goal of replicating.
- You are responsible for receiving approval from the owner, if any, of any interventions and measurement tools that you plan to use that are not part of the ProofPilot template library.
- You agree to abide by all applicable local state, federal, and international laws.
- We do not support hateful or intentionally biased research. ProofPilot may suspend customers at any time for intentional malicious bias and hate.
- We kindly ask any project for which you publish results (in any form, journal article, conference proceeding etc) mention ProofPilot. Within thirty days of mentioning ProofPilot please email copies of such materials to firstname.lastname@example.org.
- These Terms & Conditions may be updated at any point by ProofPilot with the goal to protect ourselves and our valued customers. We will attempt to provide updates of these terms in writing via e-mail, but may not do so for small changes like typos or other non-important changes..
- Any violation could result in suspension of use, removal from the site, as well as legal ramifications and/or punishments from third parties as applicable.
Your Responsibility for Participant Protections Summary
- ProofPilot is a vessel for your research study. Therefore, it is your responsibility to protect and care for participants in your studies in the case they have adverse events.
- Participants have full autonomy to attempt to join studies, and a participant can choose to exit a study at any point after which the researcher must cease data collection efforts for that participant.
- You agree to abide by national & international human subjects research ethical standards and regulatory requirements. Studies may not be launched without an appropriate IRB review. Any attempt to circumvent this requirement is grounds for immediate termination and forfeiture of any balance.
These Terms & Conditions and any individual Service Agreement constitute the “Agreement” under which ProofPilot Inc, a Delaware company (“ProofPilot”), agrees to provide the ProofPilot™ platform to WNYC/New York Public Radio. “Customer” herein means any individual or organization using the ProofPilot platform to plan, design, create, test or manage a research study or study idea.
- DELIVERABLES DEVELOPMENT AND HOSTING SERVICES, RIGHTS, RESTRICTIONS AND OWNERSHIP
1.1 “Deliverables” shall mean ProofPilot’s trademarked platform study protocol design and participant preview platform which is confidential and proprietary to ProofPilot or licensed by ProofPilot, including any copies made, derivatives, modifications, improvements, enhancements, corrections, bug fixes for, updates to, or upgrades thereof. ProofPilot agrees to provide the Deliverables to the Customer on an “as is” basis under a nonexclusive, nontransferable, limited use license. “Deliverables” shall not include services for problems arising out of modification, alteration or addition or attempted modification, alteration or addition of software or hardware by anyone other than ProofPilot and authorized representatives. Customer may not use the Deliverables in the operation of a service bureau. ProofPilot retains all right, title, and interest in and to the Deliverables as described, all copies thereof and all related documentation and materials.
1.2 Customer will own the rights to the study name, study graphics and branding, and instruments or interventions (including such interventions as surveys and videos) and resulting protocol designs unless such instruments and interventions are the result of specifically defined customization services performed by ProofPilot under a specific scope of work, ProofPilot owns all right, title and interest in all tangible and intangible results and items arising out of or constituting the results of any customization services, unless otherwise specified in a separate agreement between ProofPilot and Customer. No services, including customization services performed hereunder, will be deemed “work for hire”.
1.3 Except as expressly permitted in writing by ProofPilot, the Customer will not: (i) have any right to copy, duplicate, otherwise reproduce or have reproduced the Deliverables, or any component part of the Deliverables or any other related ProofPilot functionality not otherwise covered under this agreement; (ii) decompile, decrypt, reverse engineer, disassemble or otherwise apply, or allow others to apply, any processes or techniques to the Deliverables (and associated ProofPilot functionality not covered under this agreement for purposes of ascertaining the source code, or (iii) write or develop any derivative Deliverables based on the Deliverables, any ProofPilot or third party proprietary information or ProofPilot or third party intellectual property.
1.4 Customer agrees that each end user’s use of the Deliverables shall be subject to the terms of the Agreement.
1.5 Customer will not make any representations or warranties to any person on behalf of ProofPilot or its suppliers.
1.6 Customer agrees that any reproduction of the Deliverables made by any third party is prohibited unless such third party: (a) is pre-approved in writing by ProofPilot; and (b) enters into a written agreement with terms and conditions no less restrictive than those set forth herein. Such agreement shall provide that ProofPilot has audit rights to inspect such third party’s facility and access records to assess compliance with this provision. Nothing in the Agreement shall create any contractual relationship between any such third party and ProofPilot.
1.7 Customer will not distribute the Deliverables in any manner that would cause the Deliverables to become subject to any of the terms of an Excluded License. An “Excluded License” is any license which requires as a condition of use, modification and or/distribution of such Deliverables subject to the license, that such Deliverables be: (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; and / or (c) redistributable at no charge. 1.8 If Customer uses any tools of a third party within the platform, the Customer agrees to secure approval from the third party beforehand. ProofPilot will not be liable or responsible for actions taken.
1.8 If Customer uses any tools of a third party within the platform, the Customer agrees to secure approval from the third party beforehand. ProofPilot will not be liable or responsible for actions taken by the Customer as a result of use of any tool of a third party.
1.9 Should the Customer present in any public manner (conference presentations, journal article) any project undertaken with the use of the Deliverables, ProofPilot kindly requests such documents note the use of the ProofPilot platform. ProofPilot also kindly requests a copy of any such materials within 30 days of dissemination (email email@example.com).
The ProofPilot Marketing and support website are free to use in perpetuity. There may be fees associated with participation in research studies. Please see specific details for your study.
The ProofPilot researcher application does have fees.
2.1 All licenses are priced by month, paid annually. Payment terms are Net 30 on the date of signature of this agreement or separate invoice, unless otherwise noted.
2.2 All invoices not contested in writing within fifteen (15) business days of receipt are deemed accepted by Customer as true and accurate and are payable in full. Interest will be charged on all accounts not paid when due at a rate of two percent per month, or, if less, the maximum rate allowed by law.
2.3 All incentives (i.e., financial rewards for participation) delivered to participants in a study which utilizes the ProofPilot platform must be fulfilled via ProofPilot’s partnerships with providers of gift cards and similar sources of value, and an associated servicing fee will be due to ProofPilot. Any incentive amounts pre-funded by the Customer which are unused at the end of a study will be returned to the Customer.
2.4 Fees for ancillary services not described in the Agreement which fall outside the definition of Deliverables (including, as examples, the provision of interventions for which there is a cost from a third party, or assistance in recruiting participants, or recruiting services other than the recruiting tools provided as part of the core platform) shall be provided upon inquiry by the Customer. These services will be priced as part of separate agreement.
2.4 ProofPilot may shut of access to customer if payment is not made within 90 days. ProofPilot has the right to charge a fee to restart Customer if shut off for poor pay history.
2.5 In the event Customer fails to pay ProofPilot all amounts which become due under the Agreement or fails to perform its obligations hereunder, all active studies will continue, and data will be owned by ProofPilot.
2.6 If ProofPilot refers payment matters to an attorney or collection agency, Customer agrees to pay, in addition to the amounts due, any and all costs incurred by ProofPilot as a result of such action, including reasonable attorneys fees.
3. CONFIDENTIALITY & RESEARCH PRACTICES
3.1 Customer will use best efforts to safeguard the confidentiality of the terms of the Agreement, the Deliverables and any other information marked or orally disclosed as confidential by ProofPilot or, which given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential (collectively, “Confidential Information”). Customer will use Confidential Information solely for the purposes of furtherance of the business relationship between the parties, as provided in this Agreement. Customer agrees to receive and hold in confidence and not disclose, except as allowed hereunder, the Confidential Information to any third parties. Customer may disclose Confidential Information, solely for the purposes authorized above, to: (i) employees who have a need to access; (ii) consultants under contract with Customer; and (iii) such party or parties that have been agreed to in writing by ProofPilot prior to disclosure, provided all such consultants and parties have a need to know and are bound to Customer in writing by confidentiality terms no less restrictive than those of the Agreement. Customer will not allow the removal or modification of any confidential or proprietary notice made part of the Deliverables and must reproduce all proprietary rights notices on any copies of the Deliverables made pursuant to the Agreement.
- employees who have a need to access; (ii) consultants under contract with Customer; and (iii) such party or parties that have been agreed to in writing by ProofPilot prior to disclosure, provided all such consultants and parties have a need to know and are bound to Customer in writing by confidentiality terms no less restrictive than those of the Agreement. Customer will not allow the removal or modification of any confidential or proprietary notice made part of the Deliverables and must reproduce all proprietary rights notices on any copies of the Deliverables made pursuant to the Agreement.
- (consultants under contract with Customer; and (iii) such party or parties that have been agreed to in writing by ProofPilot prior to disclosure, provided all such consultants and parties have a need to know and are bound to Customer in writing by confidentiality terms no less restrictive than those of the Agreement. Customer will not allow the removal or modification of any confidential or proprietary notice made part of the Deliverables and must reproduce all proprietary rights notices on any copies of the Deliverables made pursuant to the Agreement.
- such party or parties that have been agreed to in writing by ProofPilot prior to disclosure, provided all such consultants and parties have a need to know and are bound to Customer in writing by confidentiality terms no less restrictive than those of the Agreement. Customer will not allow the removal or modification of any confidential or proprietary notice made part of the Deliverables and must reproduce all proprietary rights notices on any copies of the Deliverables made pursuant to the Agreement. Customer acknowledges that ProofPilot and any third party providing marketing and / or intellectual property rights will have the right to take all reasonable steps to protect their proprietary interests and will be entitled to seek injunctive relief and any other legal or equitable remedies.
3.2 The obligations of confidentiality will not apply to information which (a) has entered public domain except when such entry is the result of Customer’s breach of its confidentiality obligations; (b) prior to disclosure hereunder, was already rightfully in Customer’s possession under no obligation of confidentiality; or (c) subsequent to disclosure hereunder such information is obtained by Customer on a non-confidential basis from a third party who has the right to disclose such information to Customer.
3.3 Customer agrees that any and all study activities must undergo an institutional review board approval process (IRB) prior to engaging participants. An attempt to run a study in any form without IRB approval will result in immediate access restriction, termination, any applicable refunds will be forfeited.
3.4 Customer agrees to alert participant when their data (even in de-identified format) may be used in another study beyond the one they consented to, and give them an opportunity to opt out if they wish. Customer agrees to communicate study results with participants via available ProofPilot functionality in a timely fashion.
3.5 ProofPilot will only publicize this relationship and agreement with the advanced written approval (via e-mail) with customer
4. PARTICIPANTS PROTECTIONS
4.1 Customer, not ProofPilot, is at all times and in all cases responsible for study participant outcomes and well-being with regard to studies subject to the Agreement.
4.2 Customer acknowledges that study participants enrolled on the ProofPilot platform may choose whether to share their data with Customer, with such choice evident only upon the participant’s acceptance or rejection of an IRB-approved informed consent.
4.3 Customer agrees NOT to attempt to re-identify participants, contact participants nor share data with any third-party or person outside the research team not previously stated in the informed consent process. Any downstream use of data are bound by the same conditions as customer, including measures to protect data and permitted and prohibited users of data based on the informed consent.
4.4 ProofPilot retains the right to allow any and all participants the ability to join other studies or activities, including those not being run by the Customer. ProofPilot will take efforts to disallow participants from being able to view or join studies which ProofPilot deems are similar in nature to the studies currently being completed by the Customer. This right applies to all participants known to ProofPilot including participants currently engaged in a study, participants that attempt to join a Customer’s study and are deemed ineligible or who choose not to consent to participation, participants who leave a study (whether at the Customer’s request or otherwise), and participants following the completion of studies.
4.5 ProofPilot stores all data and operates in a manner appropriate to the sensitivity of data based on our "ProofPilot Privacy, Ethics and Trust" document (interested parties may review here), unless otherwise required instructed by a third party Institutional Review Board due to special required participant protections.
5. TERM AND TERMINATION
5.1 The Agreement between ProofPilot and Customer commences once Customer begins utilizing any part of the ProofPilot platform and/or the execution of this written agreement.
5.2 ProofPilot may terminate this Agreement immediately for any violation of the terms herein. Upon termination, Customer will promptly discontinue use of ProofPilot™ and any Confidential Information, and return all Confidential Information and related materials in its possession or control to ProofPilot or certify their destruction.
5.3 Customer agrees to abide by all applicable local, state, federal, and international law..
5.4 Customer acknowledges that ProofPilot may suspend or remove any studies at any point which it deems to be hateful, intentionally biased, or obviously illegal. When such instances arise, ProofPilot will notify appropriate responsible parties at customer organization.
6.1 ProofPilot will perform regular maintenance and version updates to the platform as deemed appropriate. ProofPilot will strive to complete these updates during the lowest traffic periods and resolve any resulting errors in a timely manner. Updates may alter or discontinue certain features or add additional features to the platform. Customer agrees to use of the platform “as is”.
7. LIMITED WARRANTY
7.1 ProofPilot does not warrant that use of the Deliverables will be uninterrupted or that the operation of the Deliverables will be error-free or secure, and ProofPilot hereby disclaims any and all liability on account thereof. ProofPilot makes no warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. ProofPilot shall in no event have any obligations to any end user, and Customer agrees to indemnify ProofPilot from and against any and all end user claims.
8. LIMITATION OF LIABILITY
8.1 Customer, not ProofPilot, is at all times and in all cases responsible for study participant outcomes and well-being with regard to studies subject to the Agreement. ProofPilot is not liable for any participant adverse reactions relating to study activities.
8.2 Any liability of ProofPilot under this Agreement will be limited to the amount of the fees paid by Customer.
8.3 In no event will ProofPilot be liable for any consequential damages or for any other indirect damages such as, but not limited to, exemplary or punitive damages, lost profits, lost or damaged data, whether arising in contract, tort, or otherwise, even if ProofPilot has been advised of the possibility of such damages.
9. FORCE MAJEURE
9.1 Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences or causes beyond the control and without the negligence of the parties.
10.1 Customer may not assign, delegate, sublicense, pledge or otherwise transfer its rights or obligations under this Agreement without ProofPilot’s prior written consent. If any provision of this Agreement is deemed illegal or unenforceable, that provision shall be severed and the remainder of this Agreement will remain in full force and effect. The headings used in this Agreement are for convenience only and shall not create any rights or obligations or affect the meaning or interpretation of this Agreement. Any waiver by either party of any right provided under this Agreement shall not constitute a subsequent or continue waiver of such right or of any other rights under this Agreement. This Agreement shall be construed and enforced in accordance with the laws of the Delaware, exclusive of choice of laws provisions, and exclusive jurisdiction will be in the state and federal courts in Delaware. Customer acknowledges that the Deliverables are subject to export controls under applicable export control regulations, including without limitation, the U.S. Export Administration Regulations. The English language shall be controlling in all respects of this Agreement and all communications and notices hereunder. This Agreement, any amendments, and addendums thereto, constitute the entire agreement between the parties relating to this subject matter herein and supersede all oral or written prior or contemporaneous communications or agreements, proposals, representations and other understandings regarding such subject matter. The terms and conditions of any purchase order or other instrument issued by Customer or its agent in connection with this Agreement that are in addition to or inconsistent with the terms and conditions of this Agreement are null and void and shall not be binding on ProofPilot. Alterations or modifications of this Agreement will be valid only if made in writing signed by both parties authorized signatories.