Last Updated: October 17 2023
Welcome, and thank you for your interest in Veeva Systems Inc. (“Veeva,” “we,” or “us”) and our Study Portal website (and any related mobile applications we may offer in the future to access and use the Study Portal service (collectively, the “Service”). This End User License Agreement and Terms of Service are a legally binding contract between you and Veeva regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE STUDY PORTAL PRIVACY NOTICE (“PRIVACY NOTICE”) (TOGETHER, THESE “TERMS”). IF YOU DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND VEEVA’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY VEEVA AND BY YOU TO BE BOUND BY THESE TERMS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND VEEVA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 15.)
1. Study Portal Overview. The Service is intended for use by sponsors and their staff, clinical research sites and clinical research professionals allowing a user to securely store, organise and access information relating to its sponsor technology. By using the Service a user is able to create study profiles with details of all sponsor systems, contacts, usernames and passwords relating to each clinical study. When a sponsor uses Veeva applications and enables VeevaID, the access links in the study profile created by the user will take the user directly to the relevant study system via single sign-on with no additional user name or password required. Study Portal can also be used to create study profiles where a third party application is used by a sponsor.
2. Use of Study Portal. The Service allows users to share study profiles containing links to the relevant sponsor technology systems used for a clinical trial with sponsors, clinical research sites or clinical research professionals, which may be further used or re-shared, whether or not in connection with the Services. Accordingly, you agree that VEEVA IS NOT RESPONSIBLE FOR ANY SUCH USE, SHARING, MISUSE OR MISAPPROPRIATION OF SUCH CONTENT OR INFORMATION.
3. Service Usage Information. You acknowledge that we may analyse and collect information regarding your use of the Service and use this to provide, maintain, improve and advance the Service offered to you.
4. Access. To access the service you must have a VeevaID. If you do not have a VeevaID, you will need to create one. Your VeevaID is confidential to you. You must provide us with your email address, which will be used to verify your VeevaID. Upon first login to Study Portal with your VeevaID a Study Portal account is created for you. It is your responsibility to ensure your computer system or device meets all the necessary technical specifications to enable you to access and use the Service and is compatible with the Service. If you create an account, you may not share your account with anyone else and you agree to treat your account information as confidential and must not reveal the information to anyone. You are responsible for maintaining the confidentiality of and preventing the unauthorized use of your account information and for all activities that occur under your account. You must immediately notify Veeva of any confidentiality breach or unauthorized use of your account or your account information. Veeva reserves the right to suspend, disable, deactivate, or block your account, at any time, for any lawful reason.
5.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Veeva grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service via a website that we operate.
5.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service unless expressly permitted through the use of functionality of Study Portal; (b) make modifications to the Service; (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism; or (d) develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services. If you are prohibited under applicable law from using the Service, you may not use it.
5.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Veeva an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
6. Ownership; Proprietary Rights. The Service is owned and operated by Veeva. All elements of the Service, including the visual interfaces, graphics, designs, compilations, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Veeva are protected by intellectual property and other laws. All Materials included in the Service are the property of Veeva or its third-party licensors. Except as expressly authorized by Veeva, you may not make use of the Materials. Veeva, on behalf of itself and its third-party licensors, reserves all rights to the Materials not granted expressly in these Terms. You acknowledge that some Materials, including materials obtained by Veeva from third parties are not owned by Veeva, and Veeva disclaims any and all liability with respect to such materials.
7.1Third-Party Services and Linked Websites. Some parts of the Service may include functionality that enables you to share information with third-parties, including creating links to study profiles to share with others. Such third parties are not under Veeva’s control, and, to the fullest extent permitted by law, Veeva is not responsible for any third-party’s use of the shared information. The Service may also contain links to third-party websites. Linked websites are not under Veeva’s control, and Veeva is not responsible for their content.
7.2Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
8. Communications. We may send you emails concerning updates to the Service. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
9. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
10.1DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:
Veeva Systems Inc.
Attn: Legal Department (Copyright Notification)
4280 Hacienda Drive, Pleasanton, CA 9458
10.2Content of Notification. Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
10.3Repeat Infringers. Veeva will promptly terminate the accounts of users that are determined by Veeva to be repeat infringers.
11. Modification of Terms. Please check these Terms periodically for changes. We reserve the right to change these Terms on a going-forward basis at any time, provided however that any such changes shall be effective upon the earlier of your use of the Service with knowledge of such changes and thirty days after posting, or else with your consent if required by Applicable Law. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
12.1Term. These Terms are effective beginning when you accept the Terms or first access, or use the Service, and ending when terminated as described in Section 12.2.
12.2Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Veeva may, at its sole discretion suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice.
12.3Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access the Service, including any saved searches or preferences; and (c) Sections 2, 3, 5.2, 6, 12.3, 13, 14 and 15.9 will survive.
12.4Modification of the Service.Veeva reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Veeva will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
13.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. VEEVA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. YOU ACKNOWLEDGE THAT YOU USE ANY INFORMATION OR MATERIALS PROVIDED TO YOU VIA THE SERVICE, WHETHER BY VEEVA OR ANOTHER USER OF THE SERVICES, AT YOUR OWN DISCRETION AND AT YOUR OWN RISK, AND VEEVA HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO SUCH USE. VEEVA DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND VEEVA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
13.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR VEEVA ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE VEEVA ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
13.3 THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION 13 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Veeva does not disclaim any warranty or other right that Veeva is prohibited from disclaiming under applicable law.
14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE VEEVA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY VEEVA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
14.2 EXCEPT AS PROVIDED IN SECTION 15.6 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE VEEVA ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO VEEVA FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM AND (b) US$100.
14.3 14.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15.1Generally. In the interest of resolving disputes between you and Veeva in the most expedient and cost effective manner, and except as described in Section 15.2 and 15.4, you and Veeva agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND VEEVA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
15.2Exceptions. Despite the provisions of Section 15.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
15.3Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 5 within 30 days after the date that you agree to these Terms by sending a letter to Veeva Systems Inc., Attention: Legal Department – Arbitration Opt-Out, 4280 Hacienda Drive, Pleasanton, CA 94588 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Veeva receives your Opt-Out Notice, this Section 15 will be void and any action arising out of these Terms will be resolved as set forth in Section 16.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
15.4Arbitrator. Any arbitration between you and Veeva will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Veeva. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
15.5Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Veeva’s address for Notice is: Veeva Systems Inc., 4280 Hacienda Drive, Pleasanton, CA 94588. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Veeva may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Veeva must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Veeva in settlement of the dispute prior to the award, Veeva will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000.
15.6Fees. If you commence arbitration in accordance with these Terms, Veeva will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Alameda County, California, but if the claim is for US $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Veeva for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
15.7No Class Actions. YOU AND VEEVA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Veeva agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
15.8Modifications to this Arbitration Provision. If Veeva makes any future change to this arbitration provision, other than a change to Veeva’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Veeva’s address for Notice of Arbitration, in which case your account with Veeva will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
15.9Enforceability. If Section 15.7 or the entirety of this Section 15 is found to be unenforceable, or if Veeva receives an Opt-Out Notice from you, then the entirety of this Section 5will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16.2 will govern any action arising out of or related to these Terms.
16.1General Terms. These Terms, together with the PRIVACY NOTICE and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Veeva regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If a court or arbitrator of competent jurisdiction determines that any part of these Terms is invalid or unenforceable, such court or arbitration shall reduce or otherwise modify such invalid or unenforceable part to the minimum extent necessary to make it valid and enforceable. If such part cannot be so modified, it will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
16.2Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Veeva submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Alameda County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
16.3PRIVACY NOTICE. Please read the PRIVACY NOTICE carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Veeva PRIVACY NOTICE is incorporated by this reference into, and made a part of, these Terms.
16.4Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
16.5Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our PRIVACY NOTICE. Please read our PRIVACY NOTICE to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
16.6Contact Information. The Service is offered by Veeva Systems Inc., located at 4280 Hacienda Drive, Pleasanton, CA 94588. You may contact us by sending correspondence to that address or by emailing us at firstname.lastname@example.org
16.7Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
16.8Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
16.9International Use. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
17. Prevailing Language. These Terms and the related documents if any, have been drafted in English. Any translations to any other language shall be for convenience and for information purposes only. In case of conflict between the English version and another language version, the English version of these Terms shall prevail in all matters related to these Terms.