1.INTRODUCTION Welcome to DocUpdate, a network built to help physicians engage with pharma. By registering as a DocUpdate member or otherwise accessing or using any of our websites or mobile applications, including any related services (collectively the “Service” or “Services”), whether as a registered member or an unregistered visitor, you are entering into a legally binding contract with DocUpdate. (“DocUpdate,” “we,” “us,” or “our”). The following Terms of Service (these “Terms”) govern your access to and use of the Service. DocUpdate is a network to engage pharma and physicians. We cannot provide the Services or perform the agreement described in these Terms without processing personal information about you and other DocUpdate members. Processing this information is essential to the Services that we provide and a necessary part of our performance of our agreement with you. By accessing the Service, you acknowledge that you have read and understand these Terms, and that you agree to be bound them. If you do not agree to be bound by these Terms, do not access the Service. PLEASE NOTE THAT BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AS FURTHER DESCRIBED IN SECTION 9 – GOVERNING LAW; DISPUTE RESOLUTION. Return to top
2. THE DOCUPDATE SERVICE
A. Eligibility and Prohibited Activities By accessing the Service, you agree you are currently 18years of age or older and a United States physician, medical student, or other healthcare professional. You also agree that any information you provide to using connection with your account registration is accurate and complete, and that DocUpdate may use such information to provide the Service. DocUpdate is a United States company. Your information is stored within the United States. The Services are designed specifically for users in the United States. We do not target users in other jurisdictions and we make no claims that the Service or any associated content is appropriate for users outside of the United States. You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services: • In any way that violates any federal, state or local law or regulation or professional rule applicable to you and your use of the Services including, without limitation, those relating to patient privacy, medical care and treatment including the Health Insurance Portability and Accountability Act(HIPAA), physician self-referrals (the Stark law), or faxes or text messaging(the Telephone Consumer Protection Act). • In any way that violates or conflicts with any agreement to which you are a party, including any agreement with your employer. • To transmit any material that does not comply with the User Content Standards outlined below. • To impersonate another person, or misrepresent your identity or affiliation with any person or entity (e.g., by using an email address or username that misrepresents your affiliation) .• In any manner that could disable, overburden, damage, or impair any component of the Service. • To transmit any advertising or promotional materials without our prior written consent, including any "junk mail" or "junk faxes," "bulk mail" or "bulk faxes," "chain letters," "spam," or any other similar solicitation. • To engage in any other conduct that inhibits anyone's use or enjoyment of the Service or which, as determined by us, may harm DocUpdate or users of the Service. Additionally, you agree not to: • Re-use or re-publish any content made available through the Service including, without limitation, content posted by other DocUpdate users, without the express written permission of DocUpdate or such user, as applicable. • Copy any of the material made available through the Service for commercial purposes, including through the scraping of content. • Attempt to obtain unauthorized access to or interfere with the Service, any DocUpdate computer system, software or network, including through reverse engineering, decompiling, deriving source code or uploading malicious code or code snippets. • Tamper with, breach or attempt to probe, scan, or test for vulnerabilities in the Service or DocUpdate computer systems, network, security elements, or any other protective measures associated with the Service. • Use any software, devices, scripts, robots or any other means or process to view, access or “scrape” the Service or otherwise copy information from the Service, or to transmit any communications using the Service including, without limitation, faxes or member messages .• Reproduce or redistribute content provided through the Services, including through “framing” or “mirroring” or through third parties, without DocUpdate consent. • Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source. • Monitor the availability, performance or functionality of any of the Services for any competitive purpose. • Deep-link to any of our websites (i.e., linking to a DocUpdate web page other than the DocUpdate home page) unless solely to promote your profile or practice on the Service, or as otherwise expressly approved by DocUpdate in writing on a case-by-case basis. • Infringe or use any of our brands, logos trademarks or other proprietary marks in any business name, email, URL or other context, unless expressly approved by DocUpdate in writing.• Introduce into the Service any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful. • Otherwise attempt to interfere with the proper working of the Service, or any portion thereof. B. Use of the Service. The Service is intended for use by healthcare professionals. The information made available through the Service is provided for informational purposes only and is not intended as a substitute for your professional judgment as a healthcare professional when diagnosing or treating patients. You are solely responsible for evaluating the information obtained through the Service and for your decision to use such information in connection with your treatment decisions and otherwise. Your use of the information obtained through the Service is solely at your own risk, and you agree that DocUpdate and its licensors are not responsible or liable for any claim, loss, or damage arising from your use of such information. DocUpdate does not recommend or endorse any specific drugs, tests, healthcare providers, products, procedures, opinions, “off-label” drug uses or other information that may be mentioned in the Service, and we assume no responsibility for such information. If you are an employee, contractor, or other workforce member of an enterprise with whom DocUpdate has executed an enterprise agreement intended to cover use by the enterprise’s workforce of a particular paid Service (an “Enterprise Agreement”), as specified therein, then to the extent of a conflict between a term of the Enterprise Agreement and these Terms, the Enterprise Agreement will govern your use of the paid Service. C. Service Availability We make reasonable efforts to keep all of the Services fully operational, however we may encounter technical difficulties or engage in maintenance or updates to the Services that may cause temporary interruptions. We reserve the right, at any time, to modify, suspend or discontinue any Service or functions and features of a Service, without liability to you, except that if we discontinue a Service for which you have purchased a subscription, we will give you a prorated refund of your subscription fees. You understand and agree that DocUpdate has no obligation to provide any specific content through the Service and DocUpdate may, from time to time, remove any content without notice, in our sole discretion. D. Your DocUpdate Account You agree to: (1) choose a strong password, and keep it secure and confidential; (2) not permit others to use your login credentials to access your DocUpdate account; and (3) refrain from accessing another DocUpdate member’s account. You agree you are solely responsible for your account. If you believe there has been unauthorized access to your account, you must change your username and password and notify us immediately. To close your account, please contact us at support@docupdate.com. As between you and others(including your employer), your account belongs to you. However, if you use a paid Service pursuant to an Enterprise Agreement, as described above, that enterprise will have the right to control access to and obtain reports on your use of the paid Service. Your DocUpdate account may be used to send you messages through SMS for any content from our company. You can unsubscribe from this service at any time. When a message is sent, replying “not relevant” will stop further messages from that service but you may receive messages from other DocUpdate services. Replying “stop” to any service will remove your information entirely from DocUpdate. E. Privacy The DocUpdate Privacy Policy explains how we collect, use and share personal information in connection with your use of the Service. We encourage you to read our Privacy Policy carefully because by accessing and using the Service in any way, you consent to the handling of your personal information as described in the DocUpdate Privacy Policy. Note that we may update our Privacy Policy from time to time, as described therein.
F. Third Party Sites The Service includes links to third party web sites("Third Party Sites"). You are responsible for evaluating whether you want to access or use a Third Party Site, and agree and understand that our inclusion of a link to a Third Party Site in no way constitutes our affiliation with or endorsement of such site or its content. Third Party Sites are governed by their respective terms of service and privacy policies, and we encourage you to review the terms and policies of any Third Party Site before using it. 3. OWNERSHIP AND LICENSES A. Proprietary Rights Our websites, mobile apps, and their content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by DocUpdate, its licensors, or other providers of such materials, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The name DocUpdate, the DocUpdate logo and other DocUpdate logos and product and service names are the exclusive trademarks of, and are owned by, DocUpdate, and you may not use or display such trademarks in any manner without DocUpdate prior written permission. Any third party trademarks or service marks displayed on the Services are the property of the irrespective owners. Your use of the Services grants you no right to reproduce, license or otherwise use any such trademarks, logos or other proprietary marks.
B. License to Use the Services Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-assignable, non-sublicensable license to access the Service for your personal, non-commercial use, unless otherwise agreed by DocUpdate, and only as permitted by the features of the Service. Any other use of the Service is strictly prohibited and a violation of these Terms. We reserve all rights not expressly granted in these Terms, including, without limitation, title, ownership, intellectual property rights in the Service, including any content made available through the Service, and our consent to your use of the Service does not impair those rights in any way. For the avoidance of doubt, you are not granted a right to re-use or re-publish any content made available through the Service including, without limitation, User Content submitted by other users, without the express written permission of DocUpdate or such user, as applicable. C. Your License to DocUpdate Unless otherwise agreed by you and DocUpdate, any original content you submit to DocUpdate remains your property, and you may choose to make it available to others. By posting, uploading or otherwise submitting content and other information to the Service, you grant DocUpdate a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicensable, royalty-free, fully-paid up license to copy, prepare derivative works from, improve, distribute, publish, remove, retain, add, process, analyze, index, tag, use and commercialize such content and other information in any media, form or format now known or hereafter developed, in any manner that is consistent with the DocUpdate Privacy Policy and applicable law. By submitting ideas, suggestions, or other feedback to DocUpdate, you agree that we can use, share and commercialize such feedback for any purpose without restriction and without any obligation to make any compensation to you. Return to top
4. TERM AND TERMINATION You may terminate your DocUpdate account at any time by contacting support@docupdate.com. We reserve the right to monitor your use of the Services and to suspend or terminate your use of the Services without notice if we determine that you have breached these Terms. In no event will DocUpdate be liable for suspension or termination of your use of any of the Services. All sections of these Terms that by their nature should survive termination shall survive termination, including without limitation, Privacy, Ownership and Licenses, Disclaimers and Limitation of Liability, Indemnity, Choice of Law; Dispute Resolution, and Additional Terms. Return to top
5. DISCLAIMERS AND LIMITATION OF LIABILITY A. Warranty Disclaimer WE MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SERVICE,INCLUDING THAT IT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT INFORMATION YOU OBTAIN THROUGH THE SERVICE IS ACCURATE OR COMPLETE. THE SERVICE AND ALL CONTENT, INFORMATION (INCLUDING, WITHOUT LIMITATION, USER PROFILE INFORMATION),TOOLS AND FEATURES MADE AVAILABLE THROUGH THE SERVICE, ARE PROVIDED ON AN “ASIS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE AND OUR AFFILIATES DISCLAIM ANY AND ALL IMPLIED OR STATUTORY WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, ANDNON-INFRINGEMENT. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR DOCUPDATE ACCOUNT.B. Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DOCUPDATE, ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES,AGENTS, OFFICERS, DIRECTORS, OR SHAREHOLDERS BE LIABLE FOR ANY INDIRECT,CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OR YOUR USE OR ACCESS, OR INABILITY TO USE OR ACCESS, THE SERVICE OR ANY COMPONENT THEREOF,WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOCUPDATE AND ITS AFFILIATES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF MATERIALS MADE AVAILABLE THROUGH THE SERVICE OR AS A RESULT OF THE USE OFANY SUCH MATERIALS, PERSONAL INJURY OF ANY NATURE WHATSOEVER RESULTING FROM AUSER’S ACCESS TO OR USE OF THE SERVICE, OR ANY UNAUTHORIZED ACCESS TO OR USE OFOUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY,DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN YOU AND DOCUPDATE UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF OUR AGREEMENT, AND THE LIMITATIONS INTHIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS ITS
