0. Incorporation of Policies; Order of Precedence
1. Definitions
1.1 Client:
An individual, company, or organization using the Platform to seek services from Consultants in the life sciences sector.
1.2 Consultant:
An independent professional offering services on the Platform, who may have primary employment outside of Connect Research.
1.3 Project:
A service request posted by a Client, detailing scope, deliverables, timelines, milestones, and project-specific information.
1.4 Milestone:
A deliverable or checkpoint agreed upon as part of a Project.
1.5 Deliverables:
Work product created specifically for a Project as described in the Project and/or Milestones.
1.6 Confidential Information:
Any non-public information shared in connection with a Project, including project details, communications, research, data, and Deliverables.
1.7 Background IP:
Pre-existing materials, tools, templates, code, know-how, and intellectual property owned or controlled by a party prior to a Project, and any improvements not created specifically as Deliverables.
1.8 Personal Data:
Information relating to an identified or identifiable individual processed on the Platform.
2. Eligibility and Compliance
2.1 Eligibility Requirements
Users must:
- be at least 18 years old;
- have legal capacity to enter binding contracts; and
- comply with applicable local, national, and international laws.
2.2 Compliance with Employment Agreements
Consultants must ensure participation on the Platform does not conflict with employment agreements or IP obligations with their primary employers. Connect Research is not responsible for any breach of such agreements by a Consultant.
2.3 Professional Use; Regulatory/Ethics Responsibility
The Platform is for professional purposes. Clients are responsible for obtaining any required approvals, permits, or ethics/regulatory clearances (if applicable) for their Project activities. Consultants are responsible for complying with applicable laws and accurately representing their qualifications.
3. Platform Role; No Agency or Employment
3.1 Marketplace Role
Connect Research provides a platform to facilitate Project posting, communications, milestone tracking, and payments. Connect Research is not a party to contracts between Clients and Consultants and does not control, direct, or guarantee the quality, legality, or outcome of services.
3.2 Independent Contractors
Consultants are independent contractors and are not employees, agents, joint venturers, or partners of Connect Research.
4. Confidentiality and Non-Disclosure Obligations
4.1 Confidentiality Agreement by Participation
By posting, accepting, or participating in a Project, users agree to be bound by the confidentiality obligations in these Terms and any project-specific confidentiality terms presented on the Platform.
4.2 Obligations
Users agree not to disclose Confidential Information to unauthorized third parties without prior written consent, except:
as needed for Platform dispute handling; or
- as required by law, regulation, or court order (with notice to the other party where legally permitted).
4.3 Confidentiality Exclusions
Confidentiality does not apply to information that:
- becomes public without breach;
- was lawfully known before disclosure;
- is independently developed without use of Confidential Information; or
- is lawfully received from a third party without restriction.
4.4 Duration
Confidentiality obligations remain in effect for five (5) years after Project completion for general Confidential Information, and indefinitely for trade secrets (as defined by applicable law), unless otherwise required by law.
4.5 External Tools
If users choose to communicate or share files through external tools, they are responsible for secure handling. Connect Research is not responsible for third-party tools.
5. Intellectual Property (IP) Rights
5.1 Ownership of Deliverables
Upon full payment for the applicable Milestone(s) or Project, the Client owns the Deliverables created specifically for the Project, unless the parties agree otherwise in writing.
5.2 Background IP
Each party retains ownership of its Background IP. To the extent a Consultant’s Background IP is incorporated into Deliverables, the Consultant grants the Client a perpetual, worldwide, royalty-free license to use that Background IP solely as necessary to use the Deliverables.
5.3 Originality and Third-Party Rights
Consultants represent that, to the best of their knowledge, Deliverables do not knowingly infringe third-party rights. Any third-party materials or pre-existing IP intended for use must be disclosed upfront.
5.4 No Unauthorized Reuse
Consultants may not share or reuse Client Confidential Information or Client-owned Deliverables outside the Project without written permission, except as permitted by law.
6. Payments, Commission, and Fees
6.1 Payment Processing; Payout Timing
Payments are processed through third-party payment processor(s). Client funds may be authorized and/or collected upfront for a Project or Milestone(s). Payouts is delayed until delivery approval or dispute resolution under these Terms and the Policies.
6.2 Fees and Taxes
Connect Research may charge platform fees/commissions to Clients, Consultants, or both, as disclosed before payment and/or payout. Taxes may be calculated and/or collected using third-party tools. Users remain responsible for their own tax obligations.
6.3 Refunds and Cancellations
Refunds and cancellations are governed by the Refund & Cancellation Policy.
6.4 Chargebacks; Holds; Compliance Reviews
Chargebacks, reversals, suspected fraud, or payment processor compliance reviews may result in delayed payouts, holds, account limitations, or reversals where feasible.
7. Dispute Resolution (Platform Process)
7.1 Step 1: Direct Resolution
Users should first attempt to resolve disputes through direct communication (preferably via Platform messaging).
7.2 Step 2: Platform Dispute Submission
If unresolved, either party may submit a dispute under the Dispute Resolution Policy.
7.3 Timing
Disputes must be raised within five (5) days of the relevant milestone submission/claimed completion date (or within five (5) days of any Platform-defined acceptance date, if applicable), unless extended for good cause.
7.4 Administrative Determination (Payout Handling Only)
Connect Research may review Platform records (messages, milestone submissions, files, status logs) and issue an administrative determination solely for the purpose of Platform payout handling (release, partial release, hold, or unwind where feasible). This process is not arbitration and does not provide legal advice. A court order overrides Platform determinations.
8. Data Protection and Platform Messaging
8.1 Sensitive Data
Users should avoid uploading highly sensitive regulated data unless necessary. Users remain responsible for secure handling of sensitive information, particularly when using external tools.
8.2 Platform Messages and Access
Messages and files exchanged through the Platform are stored and may be accessed by Connect Research only as reasonably necessary to operate the service, provide support, enforce Policies, prevent fraud/abuse, comply with legal obligations, and resolve disputes. We do not routinely review user messages.
8.3 User Responsibility
Connect Research is not liable for breaches caused by user negligence or third-party tools used outside the Platform, to the maximum extent permitted by law.
9. Termination of Services
9.1 Account Termination
Accounts may be suspended or terminated for breaches of these Terms or the Policies, or for risk/compliance reasons.
9.2 Impact on Ongoing Projects
Payouts may be held pending completion, dispute resolution, chargeback resolution, or compliance review, consistent with these Terms and the Policies.
9.3 Appeal Process
Appeals must be submitted to contact-us@connectresearch.ca within 14 days of notice. We will review appeals within a reasonable time.
10. Limitations of Liability and Indemnification
10.1 No Guarantee; “As Is”
The Platform is provided on an “as is” and “as available” basis. Connect Research does not guarantee uninterrupted operation or Project outcomes.
10.2 Limitation of Liability
To the maximum extent permitted by law, Connect Research will not be liable for indirect, incidental, special, consequential, or punitive damages. To the maximum extent permitted by law, Connect Research’s total liability arising out of or relating to the Platform will not exceed the platform fees paid to Connect Research in the six (6) months prior to the event giving rise to the claim.
10.3 Indemnification
Users agree to indemnify and hold harmless Connect Research from claims arising from:
- breaches of these Terms or the Policies;
- IP infringement related to content, Deliverables, or materials provided by a user;
- unlawful activity or misuse of the Platform by a user.
10.4 Force Majeure
Connect Research is not liable for delays or failure caused by events beyond its reasonable control.
11. Governing Law and Dispute Forum
11.1 Governing Law
These Terms are governed by the laws of Ontario, Canada, without regard to conflict of laws principles.
11.2 Courts; Optional Arbitration
Except where prohibited by law, disputes may be resolved by arbitration only by mutual agreement of the parties to the dispute. Nothing in these Terms prevents a party from bringing a claim in Small Claims Court (where applicable) or seeking injunctive relief.
12. Acknowledgment and Acceptance
By using Connect Research, you acknowledge that you have read, understood, and agree to these Terms and the Policies. Questions: contact-us@connectresearch.ca