These Terms and Conditions (“Terms”) apply to your use of Cosmos Clinical’s services provided by Cosmos Clinical, 750 Hammond Dr., Atlanta, GA 30328 (hereinafter “Cosmos Clinical”). These Terms and Conditions should be read in line with your relevant SaaS Agreement and or quotation for services as requested or the relevant applicable contractual Agreement between you and Cosmos Clinical, as applicable. By using the Services or continuing to use the Services after you have been notified of a change in the Terms, you agree to be bound by these Terms.

Supplemental terms or documents that may be posted on the Web Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates.

1. The Services
2. Cosmos Clinical shall supply, and the Customer shall purchase the Services in accordance with the accepted quotation which is subject to this Agreement.
3. The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
4. With effect from the Commencement Date Cosmos Clinical shall, in consideration of the Fees being paid in accordance with the Terms of Payment will provide the services expressly identified in the accepted quotation or otherwise agreed under this Agreement.
5. Cosmos Clinical will use reasonable care and skill to perform the services identified in the accepted quotation or otherwise agreed under this Agreement.
6. Cosmos Clinical shall use all reasonable endeavors to complete its obligations under the Agreement, but time will not be of the essence in the performance of these obligations.

2. Basis of Service
3. Cosmos Clinical’ employees or agents are not authorized to make any representations concerning the Services unless confirmed by Cosmos Clinical in writing.
4. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
5. No variation to this Agreement shall be binding unless agreed in writing between the authorized representatives of the Customer and Cosmos Clinical.
6. Sales literature, price lists, and other documents issued by Cosmos Clinical in relation to the Services are subject to alteration without notice and do not constitute offers to sell the Services which are capable of acceptance.
7. An order placed by the Customer may not be withdrawn canceled or altered prior to acceptance by Cosmos Clinical and no contract for the sale of the Services shall be binding on Cosmos Clinical unless Cosmos Clinical has issued a quotation which is expressed to be an offer to sell the Services or has accepted an order placed by the Customer by whichever is the earlier of:
8. a) Cosmos Clinical’ written acceptance;
9. b) performance of the Services;
10. c) or Cosmos Clinical’ invoice.
11. Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Cosmos Clinical shall be subject to correction without any liability on the part of Cosmos Clinical.

3. Price
4. The price of the Services shall be the price listed in the accepted quotation current at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by Cosmos Clinical and the Customer.
5. Where Cosmos Clinical has quoted a price for the Services other than in accordance with Cosmos Clinical’ published price list the price quoted shall be valid for 14 days only or such lesser time as Cosmos Clinical may specify.
6. Cosmos Clinical reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Services to reflect any increase in the cost to Cosmos Clinical which is due to any factor beyond the control of Cosmos Clinical (such as, without limitation, any foreign exchange fluctuation currency regulation, alteration of duties, a significant increase in the costs of labor, materials or other costs of transportation), any change in performance dates, quantities or specifications for the Services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Cosmos Clinical adequate information or instructions.
7. The price is exclusive of any applicable value-added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Services, which the Customer shall be additionally liable to pay to Cosmos Clinical.

4. Payment
5. All payments required to be made pursuant to this Agreement by either party shall be made within 7 days of the date of the relevant invoice, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.
6. The time of payment shall be of the essence of this Agreement.
7. If the Customer fails to make any payment on the due date in respect of the price or any other sum due under this Agreement then Cosmos Clinical shall, without prejudice to any right which Cosmos Clinical may have pursuant to any statutory provision in force from time to time, have the right to charge the Customer interest on a daily basis at an annual rate equal to the aggregate of 5 percent and the base rate of the Bank of America from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgment.
8. All payments shall be made to Cosmos Clinical as indicated on the form of acceptance or invoice issued by Cosmos Clinical.

5. Delivery of the Services and Performance
6. Cosmos Clinical are professionals who will use their own initiative as to the manner in which the Services are delivered provided that in doing so Cosmos Clinical shall co-operate with the Customer and comply with all reasonable and lawful requests of the Customer.
7. Cosmos Clinical may provide the Services at such times and on such days as Cosmos Clinical shall decide but shall ensure that the Services are provided on such days and at such times as are necessary for the proper performance of the Services.
8. Delivery of the Services shall be made by Cosmos Clinical delivering the Services to the place or location specified in the accepted quotation.
9. If the Customer fails to provide any instructions, documents, licenses, consents or authorizations required to enable the Services to be delivered on that date, Cosmos Clinical shall be entitled upon given written notice to the Customer to store or arrange for the storage of the Services and then notwithstanding the provisions of this Agreement risk in the Services shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to Cosmos Clinical all costs and expenses including storage and insurance charges arising from such failure.
10. With effect from the Commencement Date Cosmos Clinical shall, in consideration of the amount(s) being paid in accordance with the accepted quotation will provide the services expressly identified in the schedule or otherwise agreed under this Agreement.

6. Relationship
7. Cosmos Clinical will provide Cosmos Clinical’ services to the Customer as an independent contractor and not as an employee.
8. Cosmos Clinical is free to provide services to other clients so long as there is no interference with Cosmos Clinical’ contractual obligations to the Customer.
9. Cosmos Clinical has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of the Customer.

7. Assignment
8. Cosmos Clinical may assign the Contract or any part of it to any person, firm or company.
9. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of Cosmos Clinical.

8. Customer’s Default
9. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Cosmos Clinical, Cosmos Clinical shall be entitled to:
10. a) cancel the order or suspend any further performance of Services to the Customer;
11. b) appropriate any payment made by the Customer for such of the Services (or the Services supplied under any other contract between the Customer and Cosmos Clinical) as Cosmos Clinical may think fit (notwithstanding any purported appropriation by the Customer); and
12. This condition applies if:
13. a) the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
14. b) the Customer becomes subject to an administration order or makes any voluntary arrangement with its creditors or becomes bankrupt or goes into liquidation or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
15. c) the Customer ceases, or threatens to cease, to carry on business; or
16. d) Cosmos Clinical reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
17. If the above condition applies then, without prejudice to any other right or remedy available to Cosmos Clinical, Cosmos Clinical shall be entitled to cancel the Contract or suspend any further performances under the Contract without any liability to the Customer, and if the Services have been performed but not paid for the price shall become immediately due and payable notwithstanding any previous Agreement or arrangement to the contrary.

9. Warranties
10. While we make all efforts to maintain the accuracy of the information on our Services and Software, we provide the Services, and Software and all Related Content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.
11. You acknowledge that third parties are not our agents or employees and all third parties are solely responsible for any third party’s Advice. No third party is authorized to make any statement or representation for and on behalf of us. While we have conducted basic checks on third parties, we do not make any representations or warranties as to the qualifications or experience of any third party and you are encouraged to conduct your own due diligence on each third party, including whether such third party and third party’s Advice is relevant or suitable for your needs.
12. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our Services and Software or any other Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, and Software, the Related Content, or electronic communications sent by us are free of viruses or other harmful components.
13. Cosmos Clinical warrants to the Customer that:
14. a) Cosmos Clinical will comply with all applicable legal and regulatory requirements applying to the exercise of Cosmos Clinical’ rights and the fulfillment of Cosmos Clinical’ obligations under this Agreement;
15. b) Cosmos Clinical has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
16. c) the work product as provided will conform in all material respects with the accepted quotation;
17. d) the work product will be supplied free from defects;

5. Liability
6. Except in respect of death or personal injury caused by Cosmos Clinical’ negligence, Cosmos Clinical will not by reason of any representation, implied warranty, condition or another term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by Cosmos Clinical’ servants or agents or otherwise) which arise out of or in connection with the supply of the Services.
7. The Customer shall indemnify Cosmos Clinical against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer, or its agent or employees.
8. Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.
9. Cosmos Clinical shall not be liable to the Customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of Cosmos Clinical’ obligations if the delay or failure was due to any cause beyond Cosmos Clinical’ reasonable control.

6. Communications
7. All communications between the parties about the Contract shall be in writing and delivered by email to the registered email the parties set out in any document which forms part of the Contract or such other address as shall be notified to Cosmos Clinical by the Customer.
8. Communications shall be deemed to have been received if sent by email on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.

7. Force Majeure
8. In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, weather, weather conditions, earthquake, strike or lockout the party shall not be deemed to be in breach of its obligations under this Agreement.
9. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume the performance of its obligations.
10. The preceding clause shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
11. Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement.
12. If and when the period of such incapacity exceeds 3 months, then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.

13. Binding Arbitration
14. If we are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
15. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer-Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA Website www.adr.org.
16. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules.
17. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party.
18. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law.

14. Class Action Waiver

The parties agree that (i) no arbitration proceeding hereunder whether a consumer dispute or a business dispute shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with or joined in any way with, any other arbitration proceeding. The parties agree to arbitrate a consumer dispute or business dispute on an individual basis, and each waives the right to participate in a class action.

15. Waiver of Jury Trial

Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this agreement or the transactions contemplated hereby.

16. Waiver

No waiver by Cosmos Clinical of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

1. Intellectual property rights

1. You acknowledge that all intellectual property rights in our Services and Software anywhere in the world belong to us, that rights in our Services and Software are licensed (not sold) to you, and that you have no rights in, or to, our Services and Software other than the right to use them in accordance with these Terms.
2. Any intellectual property rights in content uploaded by you to our Services and Software shall continue to belong to you or their respective owners. You agree that you grant us a royalty-free and non-exclusive license to use, reproduce, publish and display such intellectual property rights for the purposes of performing the Services, promotional purposes, internal administrative purposes and any other purposes set out in these Terms, including for the purpose of improving the Services and our responses to users of the Services and Software.
3. You acknowledge that you have no right to have access to our Services and Software in source code form.
4. Our status (and that of any identified contributors) as the authors of content on our Services and Software must always be acknowledged.
5. You must not use any part of the content on our Services and Software for commercial purposes not specified on our Services and Software without obtaining a license to do so from us or our licensors.
6. If you print off, copy, or download any content on our Services and Software in breach of this Agreement, your right to use our Services and Software will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

17. Severance

If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected thereby.

18. Third-Party Rights

A person who is not a party to the Contract shall have no rights under the Contract.

19. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of Georgia and the parties agree to submit to the exclusive jurisdiction of the courts of Atlanta.