Effective as of July 1, 2022
Welcome to the Contract Cadence™ service, a collaborative contract negotiation tool to facilitate, track and expedite contract negotiations between sponsor or sponsor delegate, vendor and investigative site. The following terms and conditions of use (together with any documents referred to herein, the “ Agreement”) apply to your use of the Contract Cadence application located at www.contractcadence.com (“Contract Cadence”). You must acknowledge you have read and agree to the terms and conditions of this Agreement prior to creating an account with Contract Cadence. If you do not agree to the terms and conditions of this Agreement, you may NOT use Contract Cadence.
This Agreement is a legally binding agreement between you and Sharma Clinical Consulting, a New Jersey LLC (“Sharma Consulting”, “we,” or “us”), the owner of Contract Cadence. By creating an account with Contract Cadence, you signify that you agree to this Agreement and agree to receive notices from and otherwise transact business with Sharma Consulting electronically. You further agree that you have read, understand and consent, without limitation, to the information disclosed in the Contract Cadence privacy policy (the “Privacy Policy”), which is incorporated herein by reference. You further confirm that you are 18 years of age or more, that you have your residence in the United States, that any registration information that you submit to Contract Cadence is true, accurate and complete, and that you will update such information in order to keep it current. If you are using this website on behalf of your employer, you represent that you are authorized to accept these terms and conditions on your employer’s behalf.
Contract Cadence may modify or amend this Agreement at any time at our sole discretion. Changes will be communicated to you by posting a new version of the Agreement on the Contract Cadence website at www.ContractCadence.com/terms or as otherwise determined by us in our sole discretion. Your continued use of Contract Cadence after such notification of changes to this Agreement will constitute your acceptance of such changes. You may also be asked to re-acknowledge and reaccept this Agreement following certain material changes.
You can create an account with Contract Cadence by visiting www.ContractCadence.com. You will provide an E-mail address, and will then will be prompted to set up your profile, including a user information and password (the “Credentials”). These will be your Credentials for accessing Contract Cadence. You agree that Sharma Consulting may use your Credentials to authenticate you on Contract Cadence. You, not Sharma Consulting, shall be responsible for maintaining and protecting your Credentials and your Sensitive Information (as defined in Section 1.B of the Privacy Policy). If your contact information or other information relating to your account changes, you must notify us promptly and keep your information current. You are responsible for all activity on Contract Cadence using your Credentials, including use by others to whom you have given your Credentials, whether or not you authorized such activity. You should immediately notify us of any unauthorized use of your account or if your E-mail or password has been hacked or stolen. If you discover that someone is using your password or account without your consent, or you discover any other breach of security, you agree to notify us immediately at help@turboregs.com
Subject to your compliance with the terms and conditions of this Agreement, you are granted a limited, non-exclusive, non-transferrable, and revocable license to make use of Contract Cadence. You do not have a right to transfer or sublicense your rights under this Agreement. Third party components included in Contract Cadence are licensed to you either under this Agreement or under the relevant third party component license terms, as applicable. In addition, certain open-source software included in Contract Cadence is licensed to you pursuant to applicable open-source licenses. Your use of the licenses described herein is subject to the restrictions set forth in Section 9 below. Sharma Consulting reserves all rights not expressly granted herein.
Use of Contract Cadence requires you to upload legal templates, which will be used to manage collaboration between negotiating parties. Legal templates could range from CDA, NDA, CTA, DUA, MSA, MUA, vendor agreements, etc. For more information about information collected, you are directed to the Privacy Policy .
You agree that you will not upload or submit any information that you do not have the legal right to upload or submit, including without limitation Sensitive Information that contains third-party copyrighted material used without permission or Sensitive Information that violates other third-party proprietary rights.
Content displayed on Contract Cadence’ website (including, but not limited to, original works of authorship, text, graphics, logos, button icons, images, audio clips, data compilations, and software, and the compilation thereof) is the exclusive property of Sharma Consulting, our affiliates, our partners or our licensors, and is protected by patents, trademarks, service marks, copyrights, trade secrets or other intellectual property rights and laws, as applicable. You agree to abide by and maintain all copyright and trademark notices, information, and restrictions contained in any content accessed through Contract Cadence.
The trademarks, logos, slogans, and service marks displayed on the Contract Cadence website (collectively, the “Trademarks”) are the registered or unregistered marks of Sharma Consulting, our affiliates, our licensors or our partners, in the United States and other countries, and are protected by United States and international trademark laws. All other trademarks not owned by us, our affiliates, our partners or our licensors that appear on Contract Cadence are the property of their respective owners, who may or may not be affiliated with or connected to Sharma Consulting. Except as set forth herein, or as required or permitted under applicable law, no portion of the Contract Cadence website may be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in full or in part, for any purpose without our prior written consent.
By establishing an account with us, you grant permission for Contract Cadence to contact you at your e-mail address. To stop receiving our marketing emails, send an E-mail to us at support@turboregs.com or follow the opt-out procedures set forth in such marketing emails. Please note that Contract Cadence will still need to communicate with you via email regarding your transactions and other account related issues, and that these emails are not marketing emails and are not eliminated through the foregoing opt-out procedures.
You hereby agree to that Contract Cadence provides the site as a location for you to execute the documents relating to the Regulatory Packet. When you execute your documents through Contract Cadence, only you have rights and duties with respect to such documents. Contract Cadence is not a party to any agreement and shall not have any liability or responsibility whatsoever with respect to the validity or enforceability of any documents. The sole customer support function provided by Contract Cadence is to answer questions regarding the functions of the site.
By delivering to Contract Cadence copies of documents, you are authorizing Contract Cadence to imprint thereon your signature and to distribute the executed version of such documents to the appropriate party. Contract Cadence will not make any other use of such documents without your prior written authorization.
By signing documents on Contract Cadence, you are consenting to electronic signatures. You are not required to use Contract Cadence to execute documents. To withdraw your consent to electronic transactions and electronic signatures, stop using Contract Cadence or print and sign your documents manually. Any decision to consent or not consent to current or future document execution does not have an effect on the legality of documents previously executed on Contract Cadence.
ANY STATEMENTS MADE BY CONTRACT CADENCE ABOUT THE VALIDITY OF ELECTRONIC SIGNATURES ARE GENERAL IN NATURE AND ARE NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS LEGAL ADVICE. CONTRACT CADENCE HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT DOCUMENTS ELECTRONICALLY EXECUTED THROUGH CONTRACT CADENCE ARE VALID OR ENFORCEABLE UNDER THE LAWS OF ANY PARTICULAR STATE OR OTHER JURISDICTION. IF YOU WISH TO VERIFY THE VALIDITY OR ENFORCEABILITY OF ELECTRONIC SIGNATURES YOU SHOULD CONSULT A LICENSED ATTORNEY FOR APPROPRIATE LEGAL ADVICE.
You may use Contract Cadence only for lawful purposes and in accordance with this Agreement. You are responsible for all of your activity in connection with Contract Cadence. Any unauthorized use of Contract Cadence by you or anyone under your control terminates the limited license set forth in Section 4 above, without prejudice to any other rights and remedies provided herein. For the avoidance of doubt, you agree that you may not (without limitation):
Use Contract Cadence in any way that violates any federal, state, local or international law or regulation (including, without limitation, any law regarding the export of data or software to or from the US or other countries).
Use Contract Cadence in any manner that could disable, overburden, damage, or impair it or interfere with any other party’s use of Contract Cadence.
Use any other person’s or organization’s Credentials without their express authorization;
Reverse-engineer, decompile, disassemble, modify or create derivative works based on Contract Cadence or any part thereof;
Circumvent any technology used by Sharma Consulting, its licensors, or any third party to protect data accessible through Contract Cadence;
Rent or lease any part of Contract Cadence;
Use Contract Cadence in any way that violates the terms of this Agreement or any other Sharma Consulting policy;
Circumvent any territorial restrictions applied by Contract Cadence;
Use any manual process to monitor or copy any of the material on Contract Cadence or for any other unauthorized purpose without the prior written consent of Sharma Consulting.
Use any device, software or routine that interferes with the proper working of Contract Cadence.
Introduce any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful to Contract Cadence.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of Contract Cadence, the server on which Contract Cadence is stored, or any server, computer or database connected to Contract Cadence.
Attack Contract Cadence via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt to interfere with the proper working of Contract Cadence.
Contract Cadence maintains an audit trail of all information processed through the application. An audit trail is a chronological record of the sequence of actions and events that occur within the application, and in particular within a specific Regulatory Packet. Audit trails include, among other things, recordation of creations, modifications and deletions, automatic time stamps, identification and prevention of modification. Audit trails are automatically added every time an action is taken within the application and cannot be modified.
As consideration for your rights under this Agreement, you agree that Sharma Consulting has a right to allow Contract Cadence to utilize the processor, bandwidth and storage hardware on your computer or other relevant device for the limited purpose of facilitating the communication and transmission of data to you and other Contract Cadence users, and to facilitate the operation of the network on which Contract Cadence runs. You are referred to the settings of your device for additional information relating to device performance in connection with your use of Contract Cadence.
This Agreement will become effective immediately upon your creation of a Contract Cadence account and acceptance of this Agreement by checking the box marked “I have read and agree to the ‘Terms and Conditions of Use/Privacy Policy’” prior to logging in to Contract Cadence for the first time and will remain effective until cancellation of your account by you or termination by Sharma Consulting pursuant to this Agreement. You may cancel your Contract Cadence account at any time by sending an E-mail to [help@turboregs.com]. Sharma Consulting reserves the right to terminate this Agreement or suspend your Contract Cadence account at any time in case of unauthorized, or suspected unauthorized use of Contract Cadence whether in contravention of this Agreement or otherwise. If Sharma Consulting terminates this Agreement, or suspends your account for any reason, Sharma Consulting shall have no liability or responsibility to you.
Your use of Contract Cadence is at your sole risk. The services provided by Contract Cadence are provided on an “as is” and “as available” basis. To the fullest extent possible under applicable law, Sharma Consulting disclaims and gives no warranty, express or implied, including without limitation any warranty as to the quality, accuracy and availability or fitness for a specific purpose of Contract Cadence or warranty of title or non-infringement.
Sharma Consulting does not warrant that: (i) the service will meet your specific requirements; (ii) the service will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the service will be accurate or reliable; (iv) the quality of any products, services, information, or other material obtained by you through the service will meet your expectations; OR (v) any errors in the service will be corrected.
You agree that Sharma Consulting will not be responsible, under any circumstances, for: (a) inability to use Contract Cadence; (b) loss of profits; (c) business interruption; (d) corruption of files; (e) loss of business information; (f) loss of data; (g) service interruption; (h) computer viruses or device failure; (i) pecuniary loss; (j) unauthorized access to or alteration of your transmissions or data; (k) statements or conduct of any third party; (l) loss of communication between Contract Cadence and any third party multimedia; or (m) any other events beyond our control.
FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY LAW SHARMA CONSULTING WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO CONTRACT CADENCE REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS ($100).
You agree to defend, indemnify and hold harmless Sharma Consulting, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including but not limited to reasonable attorneys’ fees) resulting from your violation of any laws or regulations, this Agreement, or your use of Contract Cadence.
Sharma Consulting will make reasonable efforts to keep Contract Cadence operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Sharma Consulting reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of Contract Cadence with or without notice.
With respect to any dispute regarding Contract Cadence or this Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the State of New York, as if the Agreement were a contract wholly entered into and wholly performed within New York. Any dispute relating in any way to Contract Cadence shall be submitted to confidential arbitration in New York, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in New York, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
You agree that Sharma Consulting has a right to collect and process your personal information in accordance with the Privacy Policy, the terms of which are incorporated herein by reference.
Neither this Agreement nor any content, materials or features of Contract Cadence create any partnership, joint venture, employment, or other agency relationship between you and Sharma Consulting. You may not enter into any contract on our behalf or bind us in any manner.
Sharma Consulting may assign this Agreement or any part of it without restrictions. You may not assign this Agreement or any part of it to any third party.
This Agreement, which includes by reference the Privacy Policy, constitutes all the terms and conditions agreed upon between you and Sharma Consulting and supersedes any prior agreements in relation to the subject matter of these Agreements, whether written or oral. Any additional or different terms or conditions in relation to the subject matter of these Agreements in any written or oral communication from you to Sharma Consulting are void. You agree and accept that you have not accepted the terms and conditions of this Agreement in reliance of or to any oral or written representations made by Sharma Consulting not contained in this Agreement.
Should any provision of this Agreement be held invalid or unenforceable, for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of this Agreement and Contract Cadence shall be enforced to the extent permitted by law.
If you have any questions concerning Contract Cadence or this Agreement, please let us know by sending an E-mail to info@turboregs.com.
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