The Relationship Between You, Skipta LLC and all Skipta community Websites
- These Terms of Service (together with the documents referred to in Section 1.c, the “Terms”) govern your use of Skipta (as defined below) products, software, services, and websites (the “Services”), whether as a guest or a registered user. Use of the Services includes accessing, browsing, or registering to use Skipta.com. PLEASE READ ALL OF THE FOLLOWING TERMS BEFORE USING THE SERVICES. By accepting the Terms as set forth in Section 2, you signify YOUR ACCEPTANCE OF ALL OF THE TERMS, INCLUDING, WITHOUT LIMITATION, THE CLASS ACTION WAIVER AND ARBITRATION AGREEMENT DESCRIBED IN SECTIONS 19.G AND 19.H BELOW..
- “Skipta”, “we” or “us” means Pharma Intelligence, Inc., whose principal place of business is Caerus US 1 Inc – 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801.
- The Terms incorporate the following additional terms, which also apply to your use of the Services:
- Any legal notices applicable to the Services, which will be accessible for you to read within or through your use of such Services.
2. Your Acceptance of the Terms
- You will be deemed to have accepted the Terms by either:
- clicking to accept or agree to the Terms when we have made this option available to you in the user interface for any Service; or
- by actually using the Services, in which case, you understand and agree that we will treat your use of the Services as acceptance of the Terms from that point onwards.
- You may not use the Services and may not accept the Terms if (i) you are not of legal age to form a binding contract with us; or (ii) you are a person legally barred from receiving the Services.
3. Your Use of the Services
- You may be required to provide information about yourself (such as identification or contact details) as part of the registration process for, or continued use of, the Services. You agree to provide accurate and correct information to us and to update such information if necessary to keep such information accurate and correct.
- You agree to use the Services only for purposes that are permitted:
- by law, regulation or applicable legal requirements; and
- by the Terms.
- You agree that you are solely responsible for using the Services in compliance with all rules of your company, organization, school, or institution, as applicable.
- You agree to access the Services only through the interface that we provide. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including by use of scripts or web crawlers).
- You agree that you will not interfere with or disrupt the Services (or the servers and networks which are connected to the Services). In particular, you must not attempt to circumvent security, tamper with, hack into or otherwise disrupt any computer system, server, website, router or any other internet connected device.
- Unless permitted by a separate agreement with us, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services or any part thereof, including any Content (as defined below) for any purpose.
- You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which we may suffer) of any such breach.
- You are responsible for making all arrangements necessary for you to have access to our Services, including configuring your information technology, computer programs and platform as necessary.
- You are responsible for ensuring that all persons who access our Services through your internet connection are aware of the Terms and that they comply with them. You will be liable for any and all acts or omissions by any such person that would be a breach of the Terms if taken by you.
- We automatically collect and store information about your use of the Services, such as your engagement with particular content including editorial, advertisements, sponsored informational programs from our advertisers, which may include pharmaceutical companies (“Sponsored Programs”), whether you opened a particular email, clicked on a link, your search queries and how often and when you engage with the Services.
Advertising and Sponsored Programs
We may provide your personal information to third party sponsors of advertisements and Sponsored Programs, subject to applicable law.
Specifically, when you are exposed to an advertisement through the Services, whether on one of our websites or apps, in an email or through some other means, or when you engage in a Sponsored Program, e.g., access a sponsored information resource, open one of our sponsored emails, Skipta may provide your personal information, such as your name and specialty (but not your email or postal address) to the applicable sponsor and/or its agents on the sponsor’s behalf.
We may also provide such third parties with details about your engagement with the advertisement or Sponsored Program (e.g., whether you viewed or otherwise interacted with certain content), your answers to any questions contained in the Sponsored Program and information about you that we have received from third parties.
4. Provision of the Services
- You agree that we may provide Services to you through subsidiaries and affiliated legal entities.
- You agree that we may stop (temporarily or permanently) providing any Service to you personally or to all users, in our sole discretion, without notice to you.
- You agree that we may change the form and nature of the Services at any time without notice to you.
- You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
- You acknowledge and agree that we may set limits on transmissions or other use of the Services at any time, at our discretion, or may charge for Services.
- You acknowledge and agree that access to certain Services or any or all information to which you may have access to as part, or through your use, of the Services (the “Content”) may be limited to registered users, and that some Content may be accessible to the public generally, without the need to be a registered user.
- We may place advertisements as part of the Services. These advertisements may be targeted based on information we collect as part of the Services. These advertisements may change at any time in our sole discretion.
5. Your Account and its Security
- At registration, you will be asked to enter a username, password, professional and occupational information, and other information. We must accept all such information for you to become a registered user. The information and its accuracy may affect your eligibility to register for the Services or limit your eligibility for certain features of the Services. You agree that we may verify or investigate information that you provide to us at any time. Your rights to register and hold an account with us are the results of your professional affiliation with the company, organization, school, or institution through which you gained access to the Services. If the company, organization, school, or institution ceases to maintain its relationship with us, we may terminate your account without notice. We may charge for some Services in our sole discretion. In such event, you will be required to provide a credit card to pay for such Services.
- You understand and agree that we will not refund any payment or any part of any payment. Any cancellation as a registered user shall be effective as of the last day of the month you already paid for.
- You are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. As a result, you agree to be solely liable for all activities that occur under your account.
- You agree to notify us immediately of any unauthorized use of your account.
6. Special Provisions Applicable to Companies, Organizations, Schools, and Institutions that are Community Providers
- You are a community provider for purposes of the Services. As such, you may provide access to the Services to those individuals selected by you. To the extent we permit, you may restrict access, create sub-communities, and otherwise control the attributes of your community.
- The Services have an initiation fee and a monthly fee as disclosed to you separately by email or other writing. These fees may change, in our discretion, on each anniversary of your contractual relationship with us. Such changes will be considered part of the Terms and may be communicated directly to you by email or other writing. We may offer an option to you to use our reasonable efforts to obtain a sponsor for your community. If you do not accept this option or otherwise revoke your acceptance of this option, then you will be responsible for all fees. If you accept this option, then:
- If we find a sponsor for you, your initiation fee and monthly fees will be reduced by the amount paid by such sponsor on your behalf. You agree that such sponsor may place advertisements and otherwise interact with you and those in your community.
- If we cannot, after reasonable efforts, locate a sponsor for your community, then you will be responsible for all fees.
- If you are responsible for fees, you shall pay such fees within ten (10) days of our invoice. Any fees not paid in a timely manner shall be subject to eighteen percent (18%) annual simple interest plus our costs of collection, including reasonable attorneys’ fees.
- Notwithstanding Section 19.a, if we have a separate agreement with you regarding your use of the Services, such agreement will prevail to the extent there is a conflict between the terms of such agreement and this Section 6.
7. Our Proprietary Rights
- You acknowledge and agree that subject to Sections 9 and 10, we (or our licensors) own all legal right, title, and interest in and to the Services, including any intellectual property rights therein (whether registered or not, and wherever in the world those rights may exist).
- Unless you have agreed otherwise in writing with us, you may not use any of our trade names, trademarks, service marks, logos, domain names or other distinctive brand features.
- Other than the limited license set forth in Section 10, we obtain no right, title, or interest from you (or your licensors) under the Terms in or to any Content that you submit, post, transmit or display on, or through, the Services. You agree that you are responsible for protecting and enforcing those rights and that we have no obligation to do so on your behalf.
- You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services.
- Unless you have been expressly authorized to do so in writing by us, you agree that in using the Services, you will not use any trademark, service mark, trade name or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.
8. Grant of License
- Subject to all of the provisions of the Terms, we grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services in the format we provide. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided in the manner permitted by the Terms, and you may not assign, sublicense, or otherwise transfer your rights.
- You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless we have specifically told that you may do so in writing.
9. Content in the Services
- You acknowledge that the Content is the sole responsibility of the person from whom such Content originated.
- You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services, may be protected by intellectual property rights, which are owned by the sponsors or advertisers who provide that Content to us (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute, or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by us or by the owners of that Content in a separate agreement.
- We reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse, or remove any or all Content from any Service.
- You understand that by using the Services you may be exposed to Content that you may find offensive, indecent, or objectionable and that, in this respect, you use the Services at your own risk.
- You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which we may suffer) by doing so.
10. Your Grant of Content License to Us
- You retain copyright and any other rights you already hold in Content which you submit, post, or display on or through, the Services. By submitting, posting, or displaying the content, you give us a perpetual, irrevocable, worldwide, royalty-free and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through the Services. This license is for the sole purpose of enabling us to display, distribute and promote the Services.
- You agree that this license includes a right for us to make such Content available to other companies, organizations, or individuals with whom we have relationships for use in their services.
- You understand that we, in performing the required technical steps to provide the Services to our users, may:
- transmit or distribute your Content over various public networks and in various media; and
- make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services, or media. You agree that this license shall permit us to take these actions.
- You agree that we may use the Content, including testimonials, in advertising and for other marketing purposes.
- You represent and warrant to us that you have all the rights, power, and authority necessary to grant the above license.
11. Software Updates
The software which you use in connection with these Services may automatically download and install updates from time to time. These updates are designed to improve, enhance, and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit us to deliver these to you) as part of your use of the Services.
12. Ending Your Relationship with Us
- The Terms will continue to apply until terminated by either you or we as set forth below.
- If you want to terminate your legal agreement with us, you may do so by (i) notifying us at any time and (ii) if you are a registered user, closing your account(s) by completing the required steps on the website. Your notice should be sent, in writing, to our address, which is set out at the beginning of the Terms.
- We may, at any time, terminate our legal agreement with you if:
- You have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with, the provisions of the Terms).
- We are required to do so by law (for example, where our provision of the Services to you is, or becomes, unlawful).
- We no longer desire to provide the Services to you.
- The community provider through which you gained access to us no longer has a relationship with us; or
- Our provision of the Services to you is, in our opinion, no longer commercially viable.
- Nothing in this Section shall affect our rights regarding provision of Services under Section 4 of the Terms.
- When the Terms come to an end, all of the legal rights, obligations and liabilities which are expressed to continue indefinitely shall be unaffected by this end, and the provisions of Section 19.f shall continue to apply to such rights, obligations and liabilities indefinitely.
13. EXCLUSION OF WARRANTIES
- YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED AS IS, WHERE IS AND “AS AVAILABLE”.
- BY WAY OF EXAMPLE OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT TO YOU THAT:
- YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS;
- THE TESTIMONIALS ARE ACCURATE OR VERIFIED;
- YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
- ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE;
- THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED, OR
- THAT THE SERVICES WILL BE FREE OF BUGS AND/OR VIRUSES.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- WE DO NOT REPRESENT OR WARRANT ANYTHING RELATING TO THE PRODUCTS OR SERVICES OF ANY ADVERTISERS, VENDORS OR OTHER PARTIES.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
- WE CANNOT AND DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, AND YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY ADVERSE CONSEQUENCES ARISING AS A RESULT OF THE INACCURACY OR INCOMPLETENESS OF THE CONTENT. YOU FURTHER AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TRADING, INVESTMENT, MEDICAL, COMMERCIAL OR OTHER DECISIONS MADE IN RELIANCE ON THE CONTENT OR ANY PART OF THE SERVICES WHATSOEVER.
- WE FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
14. LIMITATION OF LIABILITY
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
- ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER INTANGIBLE LOSS;
- ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
- ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
- ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
- THE DELETION OF CORRUPTION OF OR FAILURE TO STORE ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
- YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION, OR
- YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
- THE LIMITATIONS ON OUR LIABILITY TO YOU IN SECTION 14.a ABOVE SHALL APPLY WHETHER OR NOT YOU HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
- WITHOUT LIMITING THE APPLICABILITY OF ANYTHING CONTAINED IN THIS SECTION 14, (i) YOU MAY NOT FILE ANY ACTION, CLAIM OR LAWSUIT RELATING TO THE TERMS AND/OR THE SERVICES LATER THAN TWO YEARS FROM THE DATE YOU LAST ACCESSED THE SERVICES AND (ii) OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE TERMS, THE SERVICES AND/OR YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, WILL NOT EXCEED $1000.
You agree to defend, indemnify, and hold us and our affiliates harmless from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to your use of the Services.
16. DMCA Notices
- If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our Digital Millennium Copyright Act of 1998 (“DMCA”) agent (our “DMCA Agent”). For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Services;
- Information reasonably sufficient to permit us to contact you, such as your address, telephone number and email address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or law; and
- A statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on behalf of the owner.
- The above information must be submitted to the following DMCA Agent:
Attn: Legal Department, DMCA Notice
Caerus US 1 Inc
1209 Orange Street
Wilmington, New Castle County, Delaware, 19801
Email Address: [email protected]
- UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ANY SERVICES, ANY PART THEREOF OR ANY CONTENT IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLDUING MONETARY DAMAGES, COURT COSTS AND ATTORNEYS’ FEES.
17. Other Content
- The Services may include hyperlinks to other websites or content or resources that we may not control.
- You acknowledge and agree that we are not responsible or liable for the content of any such websites, any loss or damage which may be suffered by you as a result of the availability of such websites or the results of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites. Any hyperlinks to such websites should not be interpreted as our endorsement of such websites.
18. Changes to the Terms
- We may make changes to the Terms from time to time in our sole discretion. These changes will be contained in the Terms displayed or at the relevant location within the Services.
- You understand and agree that if you use the Services after the date on which the Terms have changed, you have agreed to the updated Terms.
19. General Legal Terms
- The Terms constitute the whole legal agreement between you and us and govern your use of the Services and unless we otherwise agree in writing with you, completely replace any prior agreements between you and us in relation to the Services.
- You agree that we may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
- You agree that if we do not exercise or enforce any legal right or remedy which is contained in the Terms (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.
- If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
- You acknowledge and agree that each member of the group of companies of which we are an affiliate shall be third-party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third-party beneficiaries to the Terms.
- The Terms, and your relationship with us under the Terms, shall be governed by the laws of the State of New York without regard to its conflict of law’s provisions. You agree to submit to the exclusive jurisdiction of the courts located within the Borough of Manhattan, New York to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
- EACH OF YOU AND US AGREES THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
- By using the Services in any way, you unconditionally consent and agree that: (i) any claim, dispute or controversy (whether in contract, tort or otherwise) you may have against us and/or our parent, subsidiaries, affiliates and each of their respective current or former members, officers, directors and employees (all such individuals and entities collectively referred to herein as the “Informa Entities”) arising out of, relating to or connected in any way with the Services and/or the Terms, will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS; (ii) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16; (iii) without limiting the applicability of Section 19.f, the arbitration shall be held in New York City, New York; (iv) the arbitrator’s decision shall be controlled by the Terms and any of the other agreements referenced herein that you may have entered into in connection with the Services; (v) the arbitrator shall apply New York law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (vi) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or the applicable Entity’s individual claims, and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (vii) the arbitrator shall not have the power to award punitive damages against you or any Entity; (viii) in the event that the administrative fees and deposits that must be paid to initiate arbitration against any Entity exceed $125 USD, and you are unable (or not required under the rules of JAMS) to pay any fees and deposits that exceed this amount, we agree to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (ix) if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. For more information on JAMS and/or the rules of JAMS, visit their website at www.jamsadr.com.
Last updated; October 4, 2022