Terms and Conditions

• General
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  You should not share through email, post on the public area of the Site, or in any Feedback, any material that contains Personally Information and Personal Health Information (both as defined in the Privacy Notice).
  

• User Content
  
  We may, in our sole discretion, permit you to post, upload, publish, submit or transmit (“Make Available”) User Content on the Site and the WebApp or Mobile App and you acknowledge and agree that you are solely responsible for all User Content that you Make Available on the Site, WebApp or Mobile App.
  
  Accordingly, you represent and warrant that (i) you either are the sole and exclusive owner of the User Content or that you have all the licenses, consents, and releases necessary to Make Available the User Content; and (ii) that the User Content, your use of it, or your Making it Available, does not infringe, misappropriate or violate a third party's Intellectual Property Rights or any rights of publicity or privacy, or result in the violation of any applicable law or regulation.
  
  User Content is not confidential information and we will not be liable for any Use and/or disclosure of such User Content. If you post or upload any User Content to the Site or the WebApp or Mobile App, you acknowledge and agree that, subject to our Privacy Notice, we may Use such information as we see fit, including to reproduce, transmit, publish, and post it, on any medium anywhere in the world for free.
  
  You hereby grant to Honeybee Hub a world-wide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to Use, copy, adapt, modify, distribute, license, publicly display, publicly perform, transmit, stream, broadcast, and otherwise exploit any User Content Made Available on the Site, the WebApp, or the Mobile App and you hereby waive your Moral Rights (as defined in the Copyright Act, Canada or other similar legislation in other countries) in the User Content.
  

• Eligibility
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  To open an Account, you must be are at least eighteen (18) years old, of sound mind, otherwise legally able to be bound by these Terms, and have read these Terms and the Privacy Notice.
  

• Registration
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  You can register for an Account to access the Services through the WebApp or the Mobile App.
  
  You represent and warrant that you will provide accurate, current, and complete information in your Account and to update such information from time to time to keep it accurate, current and complete. We reserve the right to suspend or terminate your Account and your subscription to the Services (as applicable) if any information you provided during registration or any time thereafter proves to be inaccurate, fraudulent, outdated, or incomplete.
  

• Identity Verification
  
  For our protection, we reserve the right, but do not have an obligation to, verify your identity through background checks and other identity verification services at our sole discretion.
  

• Account Login Credentials
  
  Your Account login credentials will be created at registration. It is vital that you keep your login credential safe and not share them with anyone.
  
  YOU ACKNOWLEDGE AND AGREE THAT YOU ARE RESPONSIBLE FOR SAFEGUARDING YOUR LOGIN CREDENTIALS AND ARE SOLELY RESPONSIBLE FOR ANY ACTIONS TAKEN UNDER YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH ACTIONS.
  
  IF YOU SUSPECT THAT YOUR LOGIN CREDENTIALS MAY HAVE BEEN LOST, STOLEN, OR COMPROMISED, YOU MUST NOTIFY US IMMEDIATELY BY PHONE AT 647-873-2771 OR BY EMAIL AT SUPPORT@HONEYBEEHUB.IO.
  

• Fees
  
  If you have a paid Account, Service subscription fee for your Account are payable either monthly or yearly beginning at Account activation and are payable at the beginning of the following applicable billing period after the activation date. If a Subscription is cancelled during a pay period, the cancellation shall take effect at the next billing period for a monthly account. Refunds for yearly subscription cancelled during the billing period will be refunded for the number of full months remaining in that billing period.
  

• Account Suspension, Deactivation, or Cancelation
  
  We may, at our discretion, with or without prior notice to you, and at any time, limit, suspend, deactivate or cancel your Account if we determine or suspect that you have engaged in a Prohibited Act, violated any other provisions of these Terms, or failed to pay an overdue invoice within 30 days of receiving our notice that your account is in arrears.
  
  You may cancel your Account or a subscription for Services at any time via the "Delete Account" feature under the “Settings” tab in your Account or by sending us an email at support@honeybeehub.io. Upon cancellation of an Account or a subscription for Services, your Account Record will be subject to our data retention and destruction policies outlined in our Privacy Notice.
  

• Creating, Editing, and Deleting Listings.
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  You can create, edit, and delete Listings through the Listing management tools in your Account. You represent and warrant that each Research Study detailed in your Listings has been approved by the applicable institutional research ethics board (REB), collects only the minimum PII and PHI required to determine if a Participant meets the eligibility criteria for a Research Study, and shall comply with applicable privacy and data protection laws and regulations. We make available in the Researcher Account a Research Ethics Document which details our services and which you can present to your REB.
  
  You further represent and warrant that you do not and will not (i) use the Platform to contact or recruit participants obtained through the Platform for additional studies unless it is through the Platform, (ii) create and post Listings that include hyperlinks that redirect Participants to sign up for off-Platform studies, (iii) request, collect or store Participant PII and PHI that is outside the scope of conducting the study that the participant originally requested to join over the Platform.
  
  You are solely responsible for the accuracy of your Listings and for obtaining the required ethics approvals for each Research Study and your Listings.
  
  

• Listing Promotion.
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  We publicize your Listings by promoting the Honeybee Hub platform, not individual Listings. Visitors to our Site may elect to promote your Listing through social media channels and links and you acknowledge and agree that we are not responsible for and do not control any promotion of your Listing beyond our Site.
  

• Listing Translation.
  
  To assist Users who speak different languages, Listings and other User Content may be translated, in whole or in part, using Google Translate and these translations are subject to Google’s Terms of Use. Honeybee cannot and does not guarantee the accuracy or quality of such translations.
  

• Participants’ Data.
  
  Researchers may request and will collect and use Participant health-related information though our encrypted Messaging System (described below), to evaluate Participant eligibility for Research Studies in compliance with applicable ethical requirements and privacy and data security laws.
  
  You represent and warrant that you do not and will not request, collect, transfer, or store Participant recruitment information, including PII and PHI, that is outside the scope of conducting the study that the participant originally requested to join over the Platform.
  

• Study Participation
  You are solely responsible for choosing to participate in any Research Studies, ensure you meet the eligibility criteria in the Listing, and abide by the rules and protocols of those studies. WE HAVE NO CONTROL OVER AND ARE NOT RESPONSIBLE FOR THE CONTENT OR MANAGEMENT OF RESEARCH STUDIES.
  

• Anonymous Participation Requests.
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  When you request to join a Research Study, we will assign you a randomly generated participant ID. Your Account registration credentials will not be shared with a Researcher.
  

• Additional Information.
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  To determine if you are eligible for a Research Study, a Researcher may ask you for additional information, including health-related information, to determine if you qualify for the Research Study. All information exchanged between you and a Researcher is carried out through our encrypted Messaging System and is subject to our Privacy Notice, and becomes part of your Account Record.
  

• Under-Age and Legal Dependents Participants.
  
  Legal Dependents may use the Services though a Substitute Decisions Maker.
  

• Violation of Rights
  
  If you believe that a Researcher or a specific Research Study Listing (i) uses the Platform to contact or recruit you for off-Platform Research Studies, (ii) includes links that redirect you to off-Platform Research Studies, (iii) requests to connect with you off-Platform for a study that you didn't join through Honeybee, (iv) requests or collects your PII or PHI for purposes unrelated to the study you are joining or (v) otherwise violates your rights, please contact us at support@honeybeehub.ca and we will investigate the matter.
  
  We reserve the right to remove content where we have grounds for suspecting the violation of these Terms or the rights of any other party.
  

Communications between Participants and Researchers during the evaluation of eligibility for a Research Study are carried out through our Platform. The response rate and message frequency is determined exclusively by the Participant and the Researcher. DO NOT USE THE MESSAGING SYSTEM FOR MEDICAL EMERGENCIES OR ANYTHING OTHER THAN DETERMINING THE ELIGIBILITY OF A PARTICIPANT FOR A RESEARCH STUDY.

The Site, the WebApp, or the Mobile App may contain hyperlinks or references to third-party websites that we provide for your convenience only, and do not constitute our endorsement of those sites, their operators, or any products or services that may be sold on those sites. If we are associated with any third-parties which we hyperlink on our Site or WebApp or Mobile App we will indicate it.

If you click on a link to a third-party site you will leave the Site, the WebApp, or the Mobile App and you will be subject to the terms and conditions of those sites. We have no control over these third-party websites and we accept no responsibility for any content, material or information on them, or for your use or reliance on any of it.

We do not collect or store your payment information. We use Stripe to automatically debit your subscription fee until you cancel your subscription to the Services. All transactions are subject to Stripe’s Service Agreement and Privacy Policy. We will take steps to rectify any payment processing errors that are brought to our attention. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payment. Our Privacy Notice addresses the data security measures commonly employed by payment processors.

WE PROVIDE THE SITE, WEBAPP, AND MOBILE APP, ACCOUNTS, CONTENTS, AND SERVICES ‘AS IS’ AND ‘AS AVAILABLE’. WE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS THAT THE SITE, WEBAPP, MOBILE APP, SERVICES, ACCOUNTS, AND CONTENT WILL BE OF SATISFACTORY OR MERCHANTABLE QUALITY; FIT FOR ANY PARTICULAR PURPOSE; NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; FUNCTION OR BE AVAILABLE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, CURRENT, OR COMPLETE; OR ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, OR THE COURSE OF USAGE OR TRADE OF ANY OF THE FOREGOING.

YOU ARE, AND WILL AT ALL TIMES BE, SOLELY RESPONSIBLE FOR ANY MEDICAL-RELATED DECISIONS YOU MAKE OR NOT MAKE BASED ON ANY, CONTENT, OR DATA DOWNLOADED OR OTHERWISE ACCESSED THROUGH THE PLATFORM OR RECEIVED THROUGH THE SERVICES.

IF YOU ARE A RESEARCHER, YOU ARE SOLELY RESPONSIBLE FOR THE PROPER CONSENTING OF STUDY PARTICIPANTS, THE CONDUCT OF YOUR RESEARCH STUDY, THE WELL-BEING OF, AND ANY ILLNESSES, INJURIES (INCLUDING DISABILITY AND DEATH) SUSTAINED BY THE STUDY PARTICIPANTS YOU ENGAGE IN ANY RESEARCH STUDIES YOU ADVERTISE THOUGH THE PLATFORM. WE EXPRESSLY DISCLAIM ALL LIABILITY FOR THE CONDUCT OF RESEARCHERS AND ANY MATTERS RELATED TO THEIR RESEARCH STUDIES.

IF YOU ARE A PARTICIPANT WHO HAS BEEN CONNECTED WITH A RESEARCH STUDY THROUGH OUR PLATFORM YOU ARE SOLELY RESPONSIBLE FOR YOUR DECISION TO PARTICIPATE IN ANY RESEARCH STUDIES AND ACKNOWLEDGE AND ACCEPT THE RISKS INHERENT IN SUCH STUDIES. WE EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY MATTERS RELATED TO YOUR PARTICIPATION IN RESEARCH STUDIES.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, WEBAPP, MOBILE APP, ACCOUNT, SERVICES, AND CONTENT REMAINS WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES WITH WHOM YOU MAY COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, WEBAPP, MOBILE APP, ACCOUNT, OR SERVICES AND YOU AGREE TO TAKE REASONABLE PRECAUTIONS TO PROTECT YOUR ACCOUNT INFORMATION IN ALL SUCH REGARDS.

IF YOU ARE DISSATISFIED WITH THE SITE, WEBAPP OR MOBILE APP, YOUR ACCOUNT, THE SERVICES, THE CONTENT, THESE TERMS, OR ANY ADDITIONAL TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SITE, WEBAPP, MOBILE APP, CONTENT, ACCOUNT, AND SERVICES.

WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, RELIANCE, SPECIAL OR OTHER DAMAGES, HOWEVER THEY ARISE, INCLUDING WITHOUT LIMITATION, ILLNESS, INJURY (INCLUDING DEATH OR DISABILITY), EMOTIONAL DISTRESS, DAMAGES FOR INCONVENIENCE, HARM TO BUSINESS OR PERSONS, LOST PROFITS, LOST SAVINGS OR LOST REVENUES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF INFORMATION, PROGRAMS, OR OTHER DATA ON YOUR DEVICE ARISING, DIRECTLY OR INDIRECTLY FROM (1) YOUR LISTING OR CONDUCT OF A RESEARCH STUDY (2) YOUR PARTICIPATION IN A RESEARCH STUDY, (3) YOUR USE OF, OR THE INABILITY TO USE YOUR ACCOUNT, THE SITE, THE WEBAPP, OR MOBILE APP, THE SERVICES, OR THE CONTENT, FOR ANY REASON; (4) YOUR USE OR RELIANCE ON ANY CONTENT, INFORMATION, PRODUCTS, OR SERVICES ON ANY LINKED SITES, (5) THE ACTS OR OMISSIONS OF ANY THIRD-PARTY, INCLUDING USERS AND OUR SERVICE PROVIDERS, (6) YOUR COMMUNICATIONS OR INTERACTIONS WITH ANY OTHER USERS OF THE PLATFORM OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM OR SERVICES, OR (7) ANY ERRORS OR OMISSIONS IN THE CONTENT, THE SITE, THE WEBAPP OR MOBILE APP, OR YOUR ACCOUNT; (8) OUR OR YOUR TRANSMISSION OF CONFIDENTIAL INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, PERSONAL HEALTH INFORMATION, PERSONAL DATA, DATA CONCERNING HEALTH, OR OTHER SENSITIVE INFORMATION THOUGH THE INTERNET, INCLUDING BY EMAIL, TO OR FROM THE SITE, THE WEBAPP, THE MOBILE APP, OR YOUR ACCOUNT; ALL WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY OF LIABILITY, AND WHETHER OR NOT WE HAD BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN THAT REGARD.

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY OF THE FOREGOING EXCEED THE TOTAL SUBSCRIPTION AMOUNT YOU PAID OVER THE 12 MONTHS PRIOR TO THE FINAL SETTLEMENT OF ANY DISPUTE. THESE LIMITATIONS AND EXCLUSIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

You hereby agree to release, defend, indemnify, and hold us harmless from and against any and all liabilities, damages, claims, threats, losses, fines, fees and expenses (including reasonable attorneys’ fees and expenses), (individually a “Claim” and together “Claims”) made by a third-party arising directly or indirectly out of: a) your Use or reliance on the Site, WebApp or Mobile App, Services, Account, or Content, (b) your breach of these Terms, and any Additional Terms, or the Privacy Notice; (c) your User Content; (d) your violation of any rights of a third-party, (e) your use, reliance on, or engagement of any kind with any of our service providers and (f) your use or reliance upon any sites linked on the Site or WebApp or Mobile App, or your commercial or other relationship with the operators of those sites and any contract for products or services of those parties that you may have entered, (g) injuries, disability, or death from participation in a Research Study listed on our Platform, and (h) any and all acts or omissions of a Researcher made in relation to a Research Study that the Researcher listed on our Platform. In addition, you agree to reimburse us for any and all costs, attorney's fees and expenses we may incur to enforce the provisions of this Agreement against you, whether by arbitration, prosecution of a lawsuit, or otherwise. You will not be required to indemnify us, to the extent allowed by law, where such Claims are caused by our gross negligence or willful misconduct.

You must comply with all domestic and international export laws and regulations that apply to the Platform software, which include restrictions on destinations, end users, and end use. WE MAKE NO REPRESENTATION THAT THE PLATFORM SOFTWARE IS APPROPRIATE FOR USE IN THE COUNTRY FROM WHICH YOU ACCESS IT. You acknowledge that none of the Platform Software or underlying information or technology will be downloaded or otherwise exported or re-exported into (or to a national or resident of any countries subject to Canadian export restrictions or U.S. trade embargo. Canada currently imposes sanctions against, among others, Eritrea, Iran, North Korea, Syria, and Venezuela (please visit http://www.international.gc.ca/world-monde/international_relations-relations_internationales/sanctions/current-actuelles.aspx?lang=eng for up-to-date information). Currently the countries on the U.S. trade embargo list includes Iran, Cuba, Syria, North Korea, Sudan, Venezuela, and Eritrea (please visit https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx for the most up-to-date information). By using the Software, you agree to this term and represent and warrant that you are not located in or under the control of a national or resident of any such country or on any such list.

The Platform software licensed to you in Section 12(b) of these Terms may include “Open Source” software (computer software that is distributed under a licensing arrangement, which provides that the computer code can be shared, viewed, and modified by the public). The restrictions in Section 14(b) only apply to our Platform software when and to the extent that they do not conflict with any terms of the applicable Open Source software license(s).

• You and we agree to settle any dispute, claim, or controversy arising directly or indirectly from the enforcement, interpretation, validity, breach, and termination of these Terms, any Additional Terms, or the Privacy Notice (collectively, "Disputes") though good faith negotiations after providing to the other a written Notice of Dispute.
  

• If we cannot find a resolution within 21 business days from the Notice of Dispute, then the Dispute will be settled by binding arbitration, as provided below, except that we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our Intellectual Property Rights.
  

• YOU AND WE MUST FILE A NOTICE OF DISPUTE FOR ARBITRATION WITHIN ONE YEAR FROM THE DATE WHEN THE MATTER AT ISSUE FIRST AROSE, OTHERWISE NEITHER OF US WILL BE ABLE TO INITIATE ARBITRATION OR SEEK LEGAL RECOURSE FOR THAT MATTER.
  

• If you are located in Canada
  
  Any Dispute shall be determined by arbitration administered by the International Centre for Dispute Resolution (ICDR) Canada in accordance with its Canadian Arbitration Rules (the “Rules”). The arbitration shall be conducted in Ontario Canada, in the English language, by a single arbitrator appointed under the Rules. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of any class or representative proceeding. The arbitration will include a written confidential record of the arbitrator’s findings, which shall be final. An award of arbitration may be entered in a court of competent jurisdiction.
  

• If you are located outside Canada
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  Any Dispute shall be determined by arbitration administered by the International Centre for Dispute Resolution (ICDR) in accordance with its International Arbitration Rules (the “Rules”). The arbitration shall be conducted in Ontario Canada, in the English language, by a single arbitrator appointed under the Rules. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of any class or representative proceeding. The arbitration will include a written confidential record of the arbitrator’s findings, which shall be final. An award of arbitration may be entered in a court of competent jurisdiction.
  

This section will survive any termination of your Account or your subscription to Services.

The Platform software licensed to you in Section 12(b) of these Terms may include “Open Source” software (computer software that is distributed under a licensing arrangement, which provides that the computer code can be shared, viewed, and modified by the public). The restrictions in Section 14(b) only apply to our Platform software when and to the extent that they do not conflict with any terms of the applicable Open Source software license(s).

We may make some changes or updates to these Terms from time to time without notifying you. A log of such changes will appear in the Change Log on the last page of these Terms. The changes will come into effect on the day they are made. It is your responsibility to check these Terms and the Change Log from time to time.

If we make significant changes to these Terms or replace them completely, we will post a notification banner on the Site and in the WebApp or Mobile App to alert you to the changes and the date on which they will come into effect. We may, but are not required to, also notify you by e-mail about such significant changes to these Terms. WHEN YOU USE OR ACCESS THE SITE AND THE WEBAPP OR MOBILE APP, YOU ARE BOUND TO THE TERMS IN EFFECT ON THE DATE OF YOUR VISIT.