e-RESEARCH TECHNOLOGY INC.
 WEB SITE TERMS OF USE

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These Terms of Use were last updated on August 10, 2007


By accessing and using the eResearchTechnology Inc. web site, ert.com (the "Web Site"), you are agreeing to be legally bound by these Terms of Use. By using the eResearchTechnology Inc. Web Site, you represent that you are 16 years or older and agree to abide by the following Terms of Use. If any of these terms are unacceptable to you, you may not access the eResearchTechnology Inc. Website until agreement has been reached between you and eResearchTechnology Inc. as to the applicable terms of use. The terms "you" and "User" refer to anyone who accesses the eResearchTechnology Inc. Web Site.

As you browse through the eResearchTechnology Inc. sites you may access other web sites that are subject to different terms of use. When you use those sites, you will be legally bound by the specific terms of use posted on such sites. If there is a conflict between these Terms of Use and the other terms of use, the other terms of use will govern with respect to use of such pages.

eResearchTechnology Inc. (ERT) may change these Terms of Use at any time without notice. Changes will be posted at www.ert.com under "Terms of Use". Your use of the Web Site after any changes have been posted will constitute your agreement to the modified Terms of Use and all of the changes. Therefore, you should read these Terms of Use from time to time for changes.

It is advised that you also read the eRT Customer Privacy Policy.

1. Use of the eResearchTechnology Inc. Web Site eResearchTechnology Inc. hereby grants you a non-exclusive, non-transferable, limited license to access and use the Web Site for the fees, if applicable, and under the terms set forth below.

The Web Site and the content, including, but not limited to, text, data, reports, ratings and other opinions, images, photos, graphics, graphs, charts, animations and video (the "Content"), displayed on the Web Site, may be used only for your personal and non-commercial use. Except as otherwise permitted under these Terms of Use, you agree not to copy, reproduce, modify, create derivative works from, or store any Content, in whole or in part, from the Web Site or to display, perform, publish, distribute, transmit, broadcast or circulate any Content to anyone, or for any commercial purpose, without the express prior written consent of eResearchTechnology Inc..

The Content is the property of eResearchTechnology Inc. or its licensors, and is protected by copyright and other intellectual property laws. All trade names, trademarks, service marks and other product and service names and logos on the Web Site and within the Content are proprietary to their respective owners and are protected by applicable trademark and copyright laws. Any of the trademarks, service marks or logos (collectively, the "Marks") displayed on the Web Site may be registered or unregistered marks of eResearchTechnology Inc. or others. Nothing contained on this Web Site should be construed as granting any license or right to use any of the Marks displayed on the Web Site without the express written permission of eResearchTechnology Inc. or a third party owner of such Marks. Any unauthorized uses of the Marks or any other Content are strictly prohibited.

You may, on an occasional and irregular basis, reproduce, distribute, display or transmit an insubstantial portion of Content, for a non-commercial purpose and without charge, to a limited number of individuals, provided you include all copyright and other proprietary rights notices with such portion of the Content in the same form in which the notices appear on the Web Site, the original source attribution, and the phrase "Used with permission from sandp.com, a web site eResearchTechnology Inc.". However, you may not post any Content from the Web Site to forums, newsgroups, list serves, mailing lists, electronic bulletin boards, or other web sites, without the prior written consent of eResearchTechnology Inc.. To request consent for other matters, you may contact eResearchTechnology Inc. at info@ert.com.

You may not use the Web Site for any unlawful purpose. You shall honor all reasonable requests by eResearchTechnology Inc. to protect eResearchTechnology Inc. proprietary interests in the eResearchTechnology Inc. website.

2. Limitation On eResearchTechnology Inc. Warranties And Liability You are entirely liable for activities conducted by you or anyone else in connection with your browsing and use of the Web Site. If you are dissatisfied with the Content or the Web Site or with these Terms of Use, your sole and exclusive remedy is to stop using the Content and the Web Site. eResearchTechnology Inc. will not pay you any damages in connection with your browsing or use of the Web Site.

THE CONTENT AND THE WEB SITE ARE PROVIDED "AS IS", WITHOUT ANY WARRANTIES. NEITHER eResearchTechnology Inc. MAKES ANY GUARANTEES OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF OR RESULTS TO BE OBTAINED FROM, ACCESSING AND USING THE eResearchTechnology Inc. WEBSITE, THE eResearchTechnology Inc. WEBSITE'S OWN CONTENT, THE OTHER CONTENT, NOR ANY MATERIAL THAT CAN BE ACCESSED (VIA A DIRECT OR INDIRECT HYPERLINK OR OTHERWISE) THROUGH THE eResearchTechnology Inc. WEBSITE. eResearchTechnology Inc. HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND OF NONINFRINGEMENT. eResearchTechnology Inc. SHALL NOT BE LIABLE TO THE USER OR ANYONE ELSE FOR ANY INACCURACY, DELAY, INTERRUPTION IN SERVICE, ERROR OR OMISSION, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES RESULTING THEREFROM. IN NO EVENT WILL eResearchTechnology Inc., NOR ANY OF ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST TIME, LOST MONEY, LOST PROFITS OR GOOD WILL, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN WITH RESPECT TO ANY USE OF THE eResearchTechnology Inc. WEBSITE. NEITHER eResearchTechnology Inc. NOR ANY OF ITS AFFILIATES, AGENTS OR LICENSORS WILL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING FROM USE OF THE WEB SITE, IN WHOLE OR PART, WHETHER CAUSED BY NEGLIGENCE, CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE WEB SITE AND ANY CONTENT AT THE WEB SITE OR OTHERWISE. IN NO EVENT WILL eResearchTechnology Inc., ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT OR THE WEB SITE.

3. Links To Other Web Sites You may, through hypertext or other computer links, gain access to web sites operated by persons other than eResearchTechnology Inc.. Such hyperlinks are provided for your reference and convenience only, and are the exclusive responsibility of such web sites' owners. You agree that eResearchTechnology Inc. is not responsible for the content or operation of such web sites, and that eResearchTechnology Inc. shall have no liability to you or any other person or entity for the use of third party web sites. A hyperlink from this Web Site to another web site does not imply or mean that eResearchTechnology Inc. endorses the content on that web site or the operator or operations of that site. You are solely responsible for determining the extent to which you may use any content at any other web sites to which you link from eResearchTechnology Inc. Web Site. eResearchTechnology Inc. assumes no responsibility for the use of third party software on the eResearchTechnology Inc. site and shall have no liability whatsoever to any person or entity for the accuracy or completeness of any outcome generated by such software.

4. Timeliness Of Content The Content displayed on the Web Site, including, but not limited to, reports and other opinions, are current as of the date appearing on the report and are subject to change without notice. Unless indicated otherwise, ratings are updated periodically by eResearchTechnology Inc. to reflect changes in the market and other criteria. eResearchTechnology Inc. does not guarantee or warrant the accuracy, timeliness, or completeness of any ratings you receive using the Web Site.

5. Additional Legal Terms This Agreement will continue until terminated by either eResearchTechnology Inc. or you. Either party can terminate the Agreement by notifying the other party by telephone or electronic mail of the decision to terminate.

eResearchTechnology Inc. may discontinue or change the eResearchTechnology Inc. Website, or its availability to you, at any time.

This Agreement constitutes the entire agreement between the parties relating to the eResearchTechnology Inc. Website and supersedes any and all other agreements, oral or in writing, with respect to the eResearchTechnology Inc. Website. The failure of eResearchTechnology Inc. to insist upon strict compliance with any term of this Agreement shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. This Agreement is personal to you, and you may not assign your rights or obligations to anyone. If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. This Agreement, your rights and obligations, and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and New York State, as if the Agreement was a contract wholly entered into and wholly performed within New York State. All rights not expressly granted herein are reserved.

6. Anti-Hacking Provision You may not, nor may you allow others to, directly or indirectly, attempt or actually disrupt, impair or interfere with, alter or modify the Web Site or any Content. You may not, nor may you allow others to, directly, or indirectly, collect or attempt to collect any information about others, including passwords, account or other information.

PRIVACY POLICY: DATA PRIVACY AT eRESEARCH TECHNOLOGY, INC. (ERT)

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eResearchTechnology (ERT/ERT GmbH and its subsidiaries and affiliates, “ERT”) is strongly committed to protecting the privacy of those who entrust us with their personal/clinical information. Our employees, and all those who do business with us, trust and expect that we will protect their personal/clinical information in accordance with the promises we make.

Scope
This Privacy Policy sets forth how ERT will handle employee personal data transferred from both foreign and domestic office locations to ERT Corporate headquarters located in the United States of America.

This Policy also sets forth how ERT will handle client clinical data transferred from both foreign (including data received from the European Economic Area – EEA) and domestic investigator sites which are collected or received in managing and in conducting clinical research activities. ERT receives Sponsor defined encoded, pseudonymised and anonymised study subject demographic information during the contracted management of clinical trials.

Safe Harbor
ERT complies with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries and Switzerland. ERT has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view ERT’s certification, please visit http://www.export.gov/safeharbor/

Definitions
The following terms are used throughout this document and are defined here for clarification.

Agent
“Agent” means a third party that processes personal data solely on behalf of and under the instructions of the study Sponsor. Additionally, “Agent” means any ERT Corporate representative that collects/processes personal data for the purposes of employee management including third party processers.

Personal/Clinical Information
“Personal/Clinical Information or Data” means any information or set of information that identifies or can reasonably be used to identify an individual. Personal/Clinical information includes information that is encoded or anonymized, or publicly available information that has not been combined with non-public personal information.

ERT collects employee Personal Information or Data for the following reasons which include but are not limited to: employee management and administration generally (including both during and after employment), employment verification, administering employee benefits, administering personal short or long term compensation programs or benefits, evaluating performances, managing corporate programs, conducting disciplinary proceedings, addressing labor relations issues, processing health insurance claims. ERT also contracts with third party providers to render related services, including payroll processors and support services.

Sensitive Personal Data
"Sensitive personal data" means personal information that reveals race, ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, or that concerns health or sex life. Information will be treated as sensitive personal data where it is received from a third party that treats and identifies it as sensitive. 

ERT collects only directly relevant information considered to be “sensitive personal data” for ERT employees both foreign and domestic (for example, race statistics for US Affirmative Action Plans).

Privacy Principles
The following privacy principles apply to the collection and use of personal/clinical data by ERT for employee management and conducting clinical research activities.

Notice
ERT will, as required by law, notify individuals about the purposes for which it collects and uses Personal Information, how to contact ERT, the types of third parties with which it shares that information, and the choice and means ERT offers individuals for limiting the use and disclosure of Personal Information about them. Through ERT’s controlled document management system, ERT will issue, as a training requirement, notification regarding ERT’s intended use of Personal Information. This information will be provided as soon as practicable and, in any event, before ERT uses the information for a purpose other than that for which it was originally obtained.

ERT will not issue notice when contracted to acquire, process and report data received during the active status of Sponsor defined clinical trials. ERT does not have direct interaction with any study subject or their medical history. ERT does not have access to source records and is not responsible for study subject verification. ERT does not hold contracts with Investigators selected by the Sponsor nor is ERT involved in Informed Consent or IRB activities all of which are the responsibility of the study Sponsor.

Choice
ERT will, as required by law, offer individuals the opportunity to choose whether Personal Information about them is Processed for purposes other than those for which the information was originally obtained or was subsequently authorized by the individual (“opt-out”). Unless required by law, ERT will not Process Sensitive Personal Information about individuals for purposes other than those for which the information was originally obtained or subsequently authorized by the individual unless the individual affirmatively and explicitly consents to the Processing (“opt-in”).

ERT will not offer choice when contracted to acquire, process and report data received during the active status of Sponsor defined clinical trials. ERT does not have direct interaction with any study subject or their medical history. ERT does not have access to source records and is not responsible for study subject verification. ERT does not hold contracts with Investigators selected by the Sponsor to recruit study subjects nor is ERT involved in Informed Consent or IRB activities all of which are the responsibility of the study Sponsor.

Access
ERT will provide individuals with reasonable access to their own Personal Information, upon request, subject to permitted exemptions. ERT will also take reasonable steps to allow individuals to review Personal Information about them for the purposes of correcting such information.

ERT will not offer access to clinical trial participants enrolled in Sponsor defined clinical trials as ERT does not have direct interaction with any study subject or their medical history. ERT does not have access to source records and is not responsible for study subject verification. ERT does not hold contracts with Investigators selected by the Sponsor to recruit study subjects nor is ERT involved in Informed

Consent or IRB activities all of which are the responsibility of the study Sponsor. Upon completion of the contracted study ERT delivers as contractually required all final clinical data received and processed to the study Sponsor.

Information Received
As a standard, ERT does not receive or collect clinical or sensitive personal identifying information such as study subject name or medical record number. ERT only receives blinded, encoded, pseudonymised and anonymised study subject study subject identifiers (demography) to confirm uniqueness as defined by the study Sponsor (e.g. Date of Birth, gender, etc.). ERT does not have direct interaction with any study subject or their medical history. Additionally, ERT does not have access to source records and is not responsible for study subject verification. ERT only collects employee personal information within the EU for the purposes of employee management.

Onward Transfer
ERT will only transfer Personal Information about individuals to an agent where the agent has provided adequate assurances to ERT that it will protect the information consistently with this Policy. Where ERT has knowledge that an agent is Processing Personal Information in a manner contrary to this Policy, ERT will take reasonable steps to prevent or stop the Processing.

ERT will only transfer clinical/personal data collected to a Sponsor or a Sponsor approved third party “Agent” as required by authorized business contracts. ERT will only subcontract to firms which demonstrate adequate privacy protection standards. The Sponsor will be notified of the use of any subcontractors utilized which requires the transfer of clinical/personal information.

ERT will only transfer personal data to a non-agent third party in a manner consistent with the principles described within the “Notice” and “Choice” sections of this Policy.

Information Integrity
ERT will only use and share clinical/personal data in a way that is consistent with the purposes for which the data were collected or subsequently authorized. ERT seeks to collect Personal Information that is adequate, relevant and not excessive for the purposes for which it is to be processed. ERT employees have a responsibility to assist ERT in maintaining accurate, complete and current Personal Information collected and Processed in the course of conducting human resource and related activities. ERT will only use and share clinical/personal data in a way that is consistent with the purposes for which the data were collected or subsequently authorized by the Sponsor/Employee. To the extent necessary for those purposes, ERT will take reasonable steps to ensure that the data are accurate, complete, and current.

Information Security
ERT will take reasonable precautions to protect personal data in its possession from loss, misuse and unauthorized access, disclosure, alteration and destruction.

ERT’s cardiac safety, respiratory services and ePRO systems employ role based functionality that reside behind ERT’s firewall. Individual user roles are defined by management personnel and require the use of an active User ID and complex password to gain access to the system. Also, ERT’s clinical systems incorporate a defined workflow for the processing of clinical data received during the active status of any contracted study. Additional security measures include: daily backups which are retained on-site in a fireproof safe, weekly backups that are sent off-site for 5 weeks thus allowing for the monthly back up to be completed for indefinite off-site storage. ERT’s systems physically reside at an off-site data center with all system maintenance managed by ERT personnel. Data replication to the backup instance occurs during regularly scheduled intervals. Routine audits of these processes ensure adherence to ERT Standard Operating Procedures.

Enforcement
ERT has established internal mechanisms to verify ongoing adherence to this Policy. ERT encourages individuals covered by this Policy to raise any concerns they have regarding the Processing of Personal Information

It is the policy of ERT to neither tolerate or ignore possible misuse of clinical/personal information received. All employees are responsible for reporting any suspected cases of misuse or disclosure of clinical/personal data to ERT Quality Management or an ERT Corporate Officer. ERT’s Quality Assurance department is responsible for the oversight of the formal investigation to review initial evidence and/or data and then reach and document that there is/is not a need for further action. ERT will take all necessary steps to ensure protection of our employees, study subject safety and to protect the integrity of the data being collected. The study sponsor and/or the third party contracted for the management the sponsor’s clinical trial(s) will be informed.

In cases of substantiated evidence of suspected personal information misuse or disclosure the study sponsor and/or the third party contracted for the management the sponsor’s clinical trial(s) will need to be informed, in writing upon confirming conclusions. Misuse or disclosure of personal/clinical information found to be committed by ERT personnel is considered grounds for disciplinary action.

Dispute Resolution
ERT has put in place mechanisms to verify our ongoing adherence to these privacy principles. ERT encourages Sponsors with whom we are currently contracted or employees to raise any concerns that they have about the way that we process their personal/clinical data by contacting us at the address below.

eResearchTechnology, Inc.
1818 Market Street, Suite 1000
Philadelphia, PA 19103 

COPYRIGHTS AND TRADEMARKS

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This material contains proprietary information of eResearchTechnology, Inc. The reproduction of this material, in whole or in part, without the express written consent of eResearchTechnology is strictly prohibited.


The information contained in this material is subject to change without notice. While every effort is made to ensure the accuracy of the information in this material, eResearchTechnology, Inc. offers no warranty, expressed or implied, concerning the contents of this material.

®2012 eResearchTechnology, Inc. and subsidiaries

All rights reserved.

ERT, GETTING IT DONE. RIGHT., and associated logos and designs are registered trademarks of eResearchTechnology, Inc.

EXPERT Technology Platform, Cardiac Safety Solutions, ePRO Solutions, Clinical Research Consulting Group, ERT WebService™ are trademarks of eResearchTechnology, Inc.

EXPERT, EXPERT Direct, EXPERT ePRO, and My Study Portal are proprietary software applications of eResearchTechnology, Inc., and are protected under copyright law. All rights reserved. EXPERT is a registered trademark of eResearchTechnology, Inc.  All other marks noted are trademarks of eResearchTechnology, Inc.

AM1™, AM1+™, AM2+™, AM3™, AMOS, AsthmaMonitor™, BioSigna™, Clean Peak Flow™, ,  CorLab™, CorPC™, CorSafe™, CorScope™, CorScreen, CorWeb™, ERT WebService™, FLOWSCREEN, HC™, HC1™, HES™, HES EKG Systeme™,  MasterScope™, MasterScope CT™, SpiroPRO, Tele-AM™, VIAPAD™, and VIAPEN™ are trademarks of eResearchTechnology, Inc., or its subsidiaries.

DIARYpro® Mobile, DIARYpro® Web, SITEpro® Tablet, EPX™, and EasyCharge™ are trademarks of eResearchTechnology, Inc., or its subsidiaries.

Adobe, Acrobat, and Adobe JRun are registered trademarks of Adobe, Inc. Copyright © 2009 Adobe Systems

Incorporated. All rights reserved.

AM12™, Ambulo™, Custom ID™, ELI-PC™, ELI10, ELI100, ELI150, ELI™ 150c, ELI200, ELI250, ELI™ 250c, E-Scribe™, H12+24H and H12+48H, H-Scribe™, Positive ID™, Surveyor™, VERITAS™, and WAM™ are trademarks of Mortara Instruments, Inc. 

AutoCode CS is a trademark of TRW Inc.

BarTender is a registered trademark of Seagull Scientific, Inc.

Bluetooth® is a registered trademark of Bluetooth SIG.  All rights reserved.

CalECG, AMPS FDAEcg Suite, FAT-QT and ECGScan are trademarks of A.M.P.S, LLC. Digital ECG XML Viewer is a copyright  2003 of A.M.P.S, LLC.


CardioDay®, CardioRead® and CardioMem® are registered trademarks of Getemed AG.

Crystal Reports® is a registered trademark of Business Objects, S.A.

HP and HP-UX are trademarks of the Hewlett Packard Company.

IBM® and Cognos® are trademarks or registered trademarks of International Business Machines Corp., registered in many jurisdictions worldwide.


JIRA® and Atlassian Crucible®. Copyright © 2012 Atlassian. All rights reserved.

Kodak Image Pro is a trademark of the Eastman Kodak Company.

MAC 1200 Resting ECG System, MAC 5000 Resting ECG System, GE Healthcare MAC™ 800 ECG Analysis System, GE Healthcare MAC™ 1600 ECG Analysis System, MONOGRAM™, MUSE®, TONOPORT™ V, and 12SL™ are registered trademarks of GE Medical Systems, Inc.

Microsoft Internet Information Server, Windows, and Windows NT are registered trademarks of Microsoft Corporation.

Oracle, PL/SQL, Pro*C, SQL*DBA, SQL*Forms, SQL*Net, SQL*Script, and SQL*Plus are trademarks of Oracle Corporation.

pdfFactory is a copyright © FinePrint Software, LLC 1995-2008. 

RS6000/AIX is a trademark of the IBM Corporation.

Salesforce.com is a copyright © 2000-2010 of salesforce.com, inc. Web-based Customer Relationship Management (CRM) Software-as-a-Service (SaaS).

SAS is a registered trademark of the SAS Institute, Inc.

Sun Solaris, JAVA, Sun JRE, and Sun JDK are trademarks of Sun Microsystems, Inc.

WIBU is a registered trademark of WIBU Systems AG.

This Proprietary and Confidential Software is derived in part from the SSLava Toolkit, which is a copyright 1996-2000 by Phaos Technology Corporation. All rights reserved. 

All other products, services, or company names mentioned herein are claimed as trademarks and/or trade names of their respective owners.


Code of Ethics and Business Conduct

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This Code of Ethics and Business Conduct (this “Code”) applies to all directors, officers and full-time, part-time, temporary/intermittent and contract employees (collective, “Employee or Employees”) of Explorer Holdings, Inc., eResearchTechnology, Inc. and its subsidiaries (collectively, "ERT").
 
We require the highest standards of professional and ethical conduct. Our reputation for honesty and integrity among our customers, employees, vendors, and stockholders is key to the success of our business. This Code reflects our commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees, officers and directors are expected to comply. Please read this Code carefully. 

Your cooperation is necessary to the continued success of our business and the cultivation and maintenance of our reputation as a good corporate citizen. Any questions or concerns regarding anything contained in or referenced by this Code should be directed to eResearchTechnology, Inc.’s Vice President, Human Resources (”VP-HR”) or your local office designee who is responsible for administering the Code. 

You may have an employment agreement with ERT, or have otherwise signed confidentiality or other agreement with ERT (collectively, the “Agreements”). You have been provided an employee handbook, policies and standard operating procedures from ERT (collectively, the “Documents”). This Code does not replace the Agreements or Documents, and the Agreements and Documents remain in full force and effect.  If anything contained in the Agreements or Documents conflict with this Code, this Code shall govern. 

Click here for ERT's Code of Ethics and Business Conduct.