Q-CROC has developed various Services to assist Professionals and Members of the Public located in Quebec in conducting research into oncology clinical trials. To this effect, Professionals and Members of the Public may: (i)identify the oncology clinical trials in any category in which they are interested, by conducting general searches or using the filters offered; (ii)consult the proposed search results; and (iii)with respect to Members of the Public, contact any Relevant Institution, or with respect to Professionals, assess the advisability of participating in such trial.
ANY ACCESS AND ANY USE OF SERVICES BY PROFESSIONALS OR MEMBERS OF THE PUBLIC MUST BE IN ACCORDANCE WITH THESE TERMS OF USE AND WITH THE PRIVACY POLICY. BY ACCESSING, USING OR CONSULTING ANY SERVICE OR CONTENT, EACH PROFESSIONAL OR MEMBER OF THE PUBLIC ACKNOWLEDGES AND CONSENTS TO BEING BOUND BY THESE TERMS OF USE AND BY THE PRIVACY POLICY. IF THESE ARE NOT ACCEPTABLE TO HIM, HE MUST STOP OR ABSTAIN FROM ACCESSING, USING AND CONSULTING THE SERVICES AND CONTENT.

1. Definitions

   The capitalized terms used in these Terms of Use have the meaning set forth below:

   • Application

     means the progressive Web application (Progressive Web App or PWA) providing a shortcut that can be downloaded on the Member of the Public’s smart device or the Professional’s smart device and that allows direct access to the Site.

   • Content

     means the software, information and other content made available via any Service.

   • Intellectual property

     means any form of intellectual property and moral right recognized as such throughout the world and any right, title and interest connected thereto, including: (i) any patent, patent application, continuation, continuation in part, divisional application, reissue and re-examination; (ii) any copyright, work of other subject-matter, and any application for registration, registration, substitution and extension for registration; (iii) any industrial design, application for registration and registration; (iv) any trademark and trade name, as well as any application for registration and registration pertaining thereto; (v) any trade secret and know-how; and (vi) any other type of intellectual property right and interest therein.

   • Member of the Public

     means any potential patient and other member of Quebec’s general public seeking information on oncology clinical trials.

   • Permitted Purposes

     means the use of Services by any Professional or any Member of the Public: (i) for informational, non-commercial purposes; (ii) in accordance with the Terms of Use and the Privacy Policy ; and (iii) for the purpose of identifying interesting oncology clinical trials, and obtaining information about them. With respect to groups of Professionals for which an online account has been created, the Permitted Purposes includes the introduction of various Professionals to promote the exchange of information between them in the course of their professional activities.

   • Professional

     means any health professional having search privileges or working in a Quebec health institution.

   • Q-CROC

     means the Consortium de recherche en oncologie clinique du Québec operating under this name or under its acronym (Q-CROC).

   • Relevant Institution

     means any Quebec health institution participating in a clinical trial in oncology serving as a location.

   • Search Tool

     means the electronic search tool developed by Q-CROC, and that assists Professionals and Members of the Public in achieving the permitted purposes.

   • Services

     means the Site, Application, Search Tool, and any function and feature that they may include from time to time.

   • Site

     means the Q-CROC website, available at the following electronic address: www.oncoquebec.com or, thereafter, at any other URL address.
     Unless the context requires otherwise, grammatical variations of any defined term herein bears a similar meaning and the singular includes the plural and the masculine includes the feminine, and vice versa.

2. Services and content

   General. Q-CROC makes available to Professionals and Members of the Public:

   Search Tool: to assist them in their search for oncology clinical trials. This Search Tool allows users to: (i) perform general searches; (ii)perform targeted searches using the filters selected and be offered results that meet the search criteria; (iii) take cognizance of these results by consulting each proposed record; and (iv) with respect to Members of the Public, contact the Relevant Institution in connection with any interest to acquire information or join the clinical trial as a participant, and with respect to Professionals, assess the advisability of participating in such trial.
   To obtain targeted search results, Professionals or Members of the Public must choose the relevant filter and, where applicable, complete the required search fields (e.g., indicate the relevant city when searching by city).

   Access to any Content: which may be made available from time to time via the Services. Such Content is either available to everyone (via the public pages of the Site and the Application) or to certain Professionals (e.g., those who created an account).

   Subscription to newsletters and alerts: concerning ongoing oncology clinical trials.

   Creation of accounts: to allow certain Professionals to have access to the professional contact information of other colleagues working in the same field of practice and who also created an account, in order to contact them in connection to the conduct of oncology clinical trials or with any other matter within their field.

   Licence. To this effect, Q-CROC grants every Professional and Member of the Public a non-exclusive, free, revocable, non-transferable and non sublicensable licence to access, consult and use the Services and Content. This licence remains subject to full compliance with the Terms of Use, and shall be valid for the following term: (i) with respect to Services, for the time required to carry out the Permitted Purposes; and (ii)with respect to Content, for the period of time necessary to take note of it for the Permitted Purposes.However, it should be noted that all Content made available by Q-CROC and on the clinicalstrials.gov site shall be subject to the terms and conditions described on the site, which shall apply in addition to these Terms of Use, and shall only be used in full compliance with these Terms of Use and with the rights of use provided for therein.

3. Consideration

   Fees. The Services and Content are free.

   Other fees. However, it should be noted that the usage fees charged by the Internet operator or cellular provider to a Member of the Public or a Professional shall apply independently and based on the use that is made of their electronic devices (including all data consumption).

4. Representations and Warranties

   General. Each Professional or Member of the Public represents and warrants:

   that the Services and Content shall only be used for the Permitted uses;

   that he shall not transfer or reproduce (in whole or in part): (i) the Services; or (ii) the Content, except for personal and non-commercial consultation purposes (and if the Content is from the clinicalstrials.gov site in accordance with the terms and conditions provided therein);

   that he shall not access, authorize access or help anyone access the Services by any means (automated or other) other than by using a commercial browser (such as Internet Explorer, Mozilla Firefox, Chrome and/or Safari), and shall not download a virus, trojan horses or other malicious codes on the Services;

   that he consents to the collection, use and communication of certain information in the manner provided herein and in the Privacy Policy ;

   that he holds all the rights, titles and interest in and to any idea, comment and suggestion expressed or otherwise brought to the attention of Q-CROC, if any, and that such idea, comment and suggestion does not constitute confidential information;

   that he shall abstain from (directly or indirectly) taking one or the other of the following actions: (i) transferring, creating derivative from, selling, lending, renting, sublicensing or otherwise assigning (in whole or in part) the rights and licence granted by Q-CROC; (ii)encumbering the Services, any Content or any other right granted (in whole or in part); (iii) copying, changing, disassembling, engaging in reverse engineering or decompiling, deriving any source code, modifying or otherwise extracting, by any means whatsoever, any source code; (iv) distributing or making the Services and Content (in whole or in part) available to any person or on any network, platform or other means allowing their use by several devices at the same time; or (v)using or operating the Services or Content (in whole or in part) in a manner that impedes or interferes with the Services or Q-CROC or compromises its capacity, to adversely affect Q-CROC’s reputation, or for any purpose other than the Permitted Purposes;

   that the access to Services, or consultation of Content has not already been prohibited or otherwise limited in the past by Q-CROC or otherwise.
   In addition, the Professional represents and warrants that he shall not use the Services and Content (in whole or in part) in a manner to harass, abuse, monitor, threaten, defame or otherwise violate or be prejudicial to the rights of any person.

   The rights and licences are granted on the basis of such representations and warranties which are an essential condition thereof.

   Update and deemed commission. Members of the Public or Professionals: (i) agree to promptly notify Q-CROC should one of their representations or warranties no longer be accurate or applicable; and (ii)understand that any attempt to commit an act described above shall be treated as the commission of such act.

5. Property

   The Property of Q-CROC. With respect to Q-CROC’s property, Members of the Public and Professionals acknowledge and agree:

   that Q-CROC holds all the Intellectual property rights and other rights, titles and interest connected to: (i) the Services and Content (subject to that from the clinicalstrials.gov site); and (ii) any improvements thereto (subject to those connected to the Content of the clinicalstrials.gov site) which may or may not have a separate protection, regardless of the territory or the fact that they have been protected or copyrightable (or not);

   that in the absence of an express, written agreement to this effect, these Terms of Use do not give the right to communicate, refer or otherwise use the trademarks, trade names, corporate names, logos, domain names, and any other distinctive sign, symbol or name of Q-CROC;

   that it is permitted: (i) to refer to the Services as long as this reference is accurate and is not prejudicial to Q-CROC, the Services and Content; and (ii)to include a hyperlink to the Services and Content as long as it complies with the provisions of the Terms of Use (and with the provisions of the clinicalstrials.gov site with respect to the Content from that site);

   that it is prohibited to remove, hide, blur, conceal or change any marking made using the copyright symbol “©” or any other Intellectual property right placed or associated with the Services (and/or the Content);

   that Q-CROC shall be notified should there be any violation, infringement and/or unauthorized use, or any other contravention or breach of Intellectual property rights relating to the Services and/or Content, and that they shall assist Q-CROC, following a reasonable request formulated to that effect and at Q-CROC’S expense (or the person it appoints), in connection with any steps taken to protect such Intellectual property, or to stop and/or prevent the recurrence of such actions.

   Your content. All content provided by Professionals or Members of the Public shall remain their property, provided however that they agree to grant Q-CROC a non-exclusive, free, irrevocable, perpetual, transferable and sublicensable licence, to use any comment, idea or other suggestion expressed or otherwise brought to Q-CROC’S attention to improve the Services or Content, or for any other purpose.

6. Indemnity and Liability

   Indemnity. Professionals and Members of the Public agree to assume full responsibility and liability, and to defend, indemnify and hold harmless Q-CROC (including its contractors and their respective employees, representatives, officers and directors) from any wrongful act or omission, any negligence or failure to comply with the legal and contractual obligations applicable to them, including any violation, infringement or contravention of the Intellectual Property rights or other right of a third party and any use of the Services or Content effected in violation of the applicable terms and conditions.

   Limitation of liability. Even if Q-CROC uses technologies that are of merchantable quality in order to allow Professionals and Members of the Public to access, consult and use the Services and Content, for the Permitted Purposes, any electronic medium – as well as any other method of communication – is never infallible or fully sheltered from unforeseeable events or cyberattacks (and other illegal acts). Similarly, Q-CROC points out that these tools and other technologies were not created to meet the specific needs of Members of the Public or Professionals. Finally, Q-CROC points out (i) that any Content and any Service are provided for information purposes and should not be used for self-diagnosis purposes, or interpretation, prognoses, opinions, declarations or medical recommendations, and do not replace the advice of Professionals; and (ii) any Content from the clinicalstrials.gov site is reproduced “as is.”

   As such, and to the fullest extent permitted by law, Q-CROC: (i)disclaims, with respect to the Services and all Content, any representation and warranty, whether explicit or implied, oral or written with respect to (a) the communication, use and relevance for a particular purpose; (b) their uninterrupted, continuous, bug free or error free use; (c) the fact that they will be accessible without delay; and (d)their compliance, other than the criteria provided in these Terms of Use; and (ii)points out that the Services and Content are provided “as is” and “as available.”

   To the fullest extent permitted by law and subject to the provision provided hereunder, Q-CROC: (i) makes no representations or warranties with respect to the search results (including their number and the information available about each clinical trial); and (ii) disclaims any liability regarding: (a) any unavailability of the Services or Content; (b)any damage caused to electronic devices, including repairs and maintenance services; and (c)any hyperlink to third party sites and applications.

   Essential term.Each Member of the Public and Professional understands that this section6 constitutes essential terms of the rights and licence it has been granted.

7. Term and Termination

   Effective date. These Terms of Use shall govern the access, consultation and use of the Services and Content as of the effective date mentioned at the bottom hereof, and shall remain in effect until Q-CROC terminates their access or until these Terms of Use are changed (in whole or in part) in the manner provided hereinafter.

   Termination rights. Q-CROC may at any time terminate access to the Service and Content in accordance with applicable laws. Similarly, Professionals or Members of the Public may stop accessing, consulting and using the Services and Content at their discretion and without further formality.

   Right to suspend certain access. Instead of terminating access to the Services and Content, Q-CROC reserves the right to limit, restrict or suspend, in whole or in part, their use or access, if they are defective (until such situation has been addressed) or for any reason (for any period of time deemed reasonable). Similarly, Q-CROC reserves the right to limit, restrict or suspend, in whole or in part, the use of any account created for the benefit of Professionals to address any issue relating to this account. The Professional in question will be notified in advance, except in an emergency where he will be informed as soon as possible.

   Effect of the termination. All Professionals and Members of the Public shall remain bound by any provision hereunder that, by its very nature, shall continue to apply, including those provided in section 4 (Representation and warranties), section 5 (Property), section 6 (Indemnity and liability), section 8 (Hyperlinks to third party sites and applications) and section 9 (Miscellaneous provisions).

8. Hyperlinks to Third Party Sites and Applications

   General. The Site and the Application may include hyperlinks to third-party sites or applications. In this regard, Q-CROC points out that these hyperlinks are provided only for information purposes and that it does not endorse and has no control over the content or the information to which these hyperlinks expose those who consult them. In so doing, any decision made regarding these sites and applications is at their sole discretion. Q-CROC disclaims any liability in connection with: (i)the content of such sites and applications, including with regard to their accuracy, completeness, currency or readability; (ii)any form of interruption or change in the features of these sites and applications; and (iii) and other element related to these sites and applications. Q-CROC points out the importance of carefully reviewing the conditions of use and privacy policies applicable to these sites and applications.

9. Miscellaneous Provisions

   Entire agreement and amendments. These Terms of Use, with the Privacy Policy constitute the entire agreement relating to the access, use and consultation of the Services and Content (subject however to those that may apply to the Content from the clinicalstrials.gov site). Every Professional and Member of the Public confirm that the Privacy Policy (that was expressly brought to their attention through various hyperlinks) was reviewed and understood.Q-CROC may change its Terms of Use. Such changes shall be notified by means of a pop-up window, banner or any other required or desirable method. Professionals or Members of the Public who are not in agreement with these amendments should stop accessing, using and consulting the Services and Content before these amendments come into effect; any subsequent access, use or consultation shall be deemed to constitute acceptance of these amendments. The Privacy Policy may also be amended (in the manner provided therein).

   Force majeure. Use of the Services and Content may be subject to breakdowns, interruptions or technological insufficiencies and any other unforeseeable event. In accordance with applicable laws and these Terms of Use, Q-CROC shall not be held liable for damage caused by these situations of force majeure.

   Non-waiver. Q-CROC’s delay or failure to require that all Professionals or Members of the Public comply with any of the provisions of these Terms of Use in no way affects its right to require that such Member of the Public comply therewith subsequently, and any waiver of such compliance shall be made in writing and shall not be construed as a waiver of compliance with that provision at any other moment or under any other circumstance.

   Notice. Any notice sent to Q-CROC: (i) shall be made in writing and be sent by registered or certified mail, personally delivered, or sent by email (with confirmation of transmission); and (ii) shall be deemed to have been received on the day on which it was delivered or the date on the confirmation (of transmission or delivery) if it is received on a business day before 5: 00 p.m. at the address provided hereinafter, otherwise it shall be deemed to have been received the following business day: 5842, rue des Pins-Gris, Québec (Québec), G3E 2H8, info@qcroc.ca, 418-781-0500.

   Applicable laws. These Terms of Use, as well as any access, use and consultation of the Services and Content are governed by the laws in force in Quebec excluding rules of private law or any rule likely to result in the application of foreign provisions. Any dispute that cannot be settled through direct, good faith negotiations shall be submitted to the courts of the Province of Quebec, district of Quebec, which shall have exclusive jurisdiction to settle such dispute.

Effective date: September 23, 2019