This Agreement sets forth the terms and conditions under which you agree to use the Service. If you do not agree to the terms set forth in this Agreement you should not use this site or the Service or Materials provided herein.
1. Services / Products / Materials
1.1 PharmaVoxx's Services (the "Online Services") and the materials available therein (collectively, "Products" or "Materials") are as set forth in the Order Form attached hereto. The Fee ("Fee") for the Online Services, Products or Materials is as set forth on the Order Form and is based on type of subscription membership or items downloaded.
2. License; Restrictions On Use
2.1 You are granted a nonexclusive, nontransferable, revocable, limited license to access and use for research purposes the Online Services, Products and Materials made available to you.
This license includes:
(a) The right to electronically display Products and Materials retrieved from the Online Services for personal or internal use only;
(b) The right to obtain a printout of Products and Materials via printing commands of the Online Services and to create printout(s) of Materials downloaded via downloading commands of the Online Services (collectively, "Authorized Printouts") for personal or internal use only; and,
(c) The right to retrieve via downloading commands of the Online Services and store in machine-readable form, for personal or internal use only, a single copy of those Products and Materials included in any individual file to the extent the storage of those Products and Materials are not further limited or prohibited by this Agreement.
2.2 Except as specifically provided in Section 3.1, you are prohibited from downloading, storing, reproducing, transmitting, displaying, copying, distributing, republishing, selling, loaning, creating derivative works or otherwise making available in any form or by any means all or any portion of the Products and Materials retrieved from the Online Services. You may not print or download Products and Materials without using the printing or downloading commands of the Online Services.
2.3 All right, title, and interest (including all copyrights and other intellectual property rights) in the Online Services, Products and Materials (in both print and machine-readable forms) belong to the provider of the Online Services or its third party suppliers of Materials. You acquire no proprietary interest in the Online Services, Products and Materials, or copies thereof.
2.4 Except as specifically provided herein, you may not use the Online Services, Products and Materials retrieved from the Online Services in any fashion that infringes the copyrights or proprietary interests therein.
2.5 You may not remove or obscure the copyright notice or other notices contained in the Products and Materials retrieved from the Online Services.
2.6 You may not use the Online Services, Products or Materials to develop, including, but not limited to as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed) that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism.
3.1 You agree that the information provided by the Online Services, Products and Materials constitute confidential information ("Confidential Information") and that you shall not make this Confidential Information available to any third party without PharmaVoxx's prior written consent, except as otherwise required by law.
3.2 You further agree that during the Term of this Agreement and for two (2) years thereafter, you will keep the Confidential Information in strictest confidence, not disclose it to any third party as provided in Section 4.1 above and protect such Confidential Information using all reasonable security measures.
4. Use Monitoring
5. Account, Password and Security
5.1 A username and password are required for access to the Online Services and to access the Products and Materials. Any sharing of usernames, passwords and/or information or data retrieved from the Online Services is strictly prohibited and will constitute a material breach of this Agreement.
5.2 You are solely responsible for maintaining the confidentiality of such username and password. You are solely responsible for any and all activities occurring under your account. You must immediately notify PharmaVoxx of any unauthorized use of your account, or any breach of the integrity or security of the Online Services of which you become aware.
5.3 Subscribers are prohibited from violating or attempting to violate the security of the PharmaVoxx website and database, including, without limitation, (a) accessing data not intended for such Subscriber or logging onto a server or an account which the Subscriber is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any Subscriber, host or network, including, without limitation, via means of submitting a virus to the PharmaVoxx website, overloading, "flooding," "spamming," "mailbombing" or "crashing;" (d) sending unsolicited email, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of system or network security may result in civil or criminal liability. PharmaVoxx will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Subscribers who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the PharmaVoxx website or any activity being conducted on the PharmaVoxx website. You agree, further, not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the PharmaVoxx website other than the search engine and search agents available from PharmaVoxx on this website and other than generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer, etc.).
6. Disclaimer of Warranties
6.1 EXCEPT AS OTHERWISE PROVIDED HEREIN THE ONLINE SERVICES, PRODUCTS AND MATERIALS ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, WITH ALL FAULTS AND THE PROVIDER OF THE ONLINE SERVICES, PRODUCTS AND MATERIALS AND EACH THIRD PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, NON-INTERFERENCE, TITLE, COMPATIBILITY OF COMPUTER SYSTEMS, INTEGRATION, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF TRADE, OR ARISING UNDER STATUTE. NO ADVICE OR INFORMATION GIVEN BY PHARMAVOXX, ITS REPRESENTATIVES OR THIRD PARTY PROVIDERS SHALL CREATE A WARRANTY.
6.2 PHARMAVOXX MAKES NO WARRANTY OR REPRESENTATION THAT THE OPERATION OF THE ONLINE SERVICES OR THE DELIVERY OF THE PRODUCT OR MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE.
6.3 PHARMAVOXX BELIEVES THAT THE INFORMATION AVAILABLE IN THE ONLINE SERVICES INCLUDING THE PRODUCTS AND MATERIALS CONTAINED THEREIN TO BE RELIABLE, HOWEVER, PHARMAVOXX DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION OR DATA OR PRODUCTS OR MATERIALS OBTAINED FROM PHARMAVOXX'S ONLINE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR FREE.
6.4 THE PHARMACEUTICAL, DRUG AND MEDICAL INFORMATION CONTAINED IN THE PRODUCTS AND MATERIALS PROVIDED IN THE ONLINE SERVICES ARE PROVIDED BY THE MEDICAL OR DRUG MANUFACTURER OR SUPPLIER, AND NOT BY PHARMAVOXX. PHARMAVOXX AND ITS AFFILIATES DO NOT SPONSOR, RECOMMEND OR ENDORSE ANY THIRD PARTY DRUG OR MEDICAL PRODUCT, SERVICE OR INFORMATION PROVIDED ON THIS SITE. ALL SUCH CONTENT AND INFORMATION, IS FOR EDUCATIONAL PURPOSES ONLY IT IS NOT INTENDED, AND SHOULD NOT BE USED, AS A SUBSTITUTE FOR THE DIAGNOSIS, TREATMENT AND ADVICE OF A MEDICAL OR PHARMACEUTICAL PROFESSIONAL.
7. Limitation of Liability
7.1 A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Online Services or any Products of Materials available or not included therein, (b) the unavailability or interruption of the Online Services or any features thereof or any Products or Materials, (c) your use of the Online Services, Products or Materials (regardless of whether you received any assistance from a Covered Party in using the Online Services), (d) your use of any equipment in connection with the Online Services, (e) the content of Products or Materials, or (f) any delay or failure in performance beyond the reasonable control of a Covered Party.
7.2 "Covered Party" means (a) PharmaVoxx, the provider of the Online Services, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of the provider of the Online Services or its affiliates; and (b) each third party supplier of Products or Materials, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Products or Materials or any of their affiliates.
7.3 THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, PRODUCTS OR MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY. THE COVERED PARTIES SHALL FURTHER NOT BE LIABLE FOR (A) ANY OTHER DAMAGES INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OF REVENUE OR DAMAGE TO DATA ARISING OUT OF THE USE, PARTIAL USE OR INABILITY TO USE THE ONLINE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, THOSE ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY, EVEN IF PHARMAVOXX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES, OR (B) ANY CLAIMS AGAINST YOU BY ANY OTHER PARTY.
7.4 PHARMAVOXX RESERVES THE RIGHT TO PURSUE ANY AND ALL LEGAL AND EQUITABLE CLAIMS AGAINST YOU PERTAINING TO YOUR USE OR MISUSE OF THE ONLINE SERVICE, PRODUCTS OR MATERIALS OR FOR YOUR BREACH OF THE AGREEMENT.
8.1 PharmaVoxx or third parties may from time to time provide links to other websites. Because PharmaVoxx has no control over such websites and resources, you acknowledge and agree that PharmaVoxx is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that PharmaVoxx will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website or resource.
9.1 You agree to defend, indemnify and hold harmless PharmaVoxx, including its affiliates and any officer, director, employee, agent, successor, or assign from and against all liabilities, costs and expenses, including reasonable attorney's fees, related to or arising from: (a) any violation of applicable laws, regulations or this Agreement by you (or any parties who use your account, with or without your permission, to access the Online Service); (b) the use of the Online Service, Products or Materials or the Internet or the placement or transmission of any message, information, or other materials on the Internet by you (or any parties who use your account, with or without your permission, to access the Online Service); (c) negligent acts, errors, or omissions by you (or any parties who use your account, with or without your permission, to access the Service); (d) injuries to or death of any person and for damages to or loss of any property, which may in any way arise out of or result from or in connection with this Agreement, except to the extent that such liabilities arise from the sole negligence or willful misconduct of PharmaVoxx; or (e) claims for infringement of any intellectual property rights arising from the use of the Online Service, Products or Materials.
10. Governing Laws
10.1 You and PharmaVoxx agree that the substantive laws of the State of California, without reference to its principles of conflicts of laws, will be applied to govern, construe and enforce all of the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement. YOU AND PHARMAVOXX CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN A FEDERAL OR STATE COURT LOCATED IN ORANGE COUNTY, CALIFORNIA FOR ANY SUITS OR CAUSES OF ACTION CONNECTED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SUBJECT MATTER OF THIS AGREEMENT OR TO THE SERVICE.
11. Additional General Provisions
11.1 PharmaVoxx's failure at any time to insist upon strict compliance with any of the provisions of this Agreement in any instance shall not be construed to be a waiver of such terms in the future. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the parties.
11.2 PharmaVoxx will not be liable for delays, damages or failures in performance due to causes beyond its reasonable control, including, but not limited to, acts of a governmental body, acts of God, acts of third parties, fires, floods, strikes or other labor-related disputes, of other things we do not control, or an inability to obtain necessary or services.
11.3 Should any term or provision of the Agreement be declared invalid, void or unenforceable either in its entirety or in a particular application, the remainder of the Agreement shall nonetheless remain in full force and effect.
11.4 This Agreement, including all policies posted on PharmaVoxx's website, which are fully incorporated into this Agreement by reference, constitutes the entire agreement between you and PharmaVoxx with respect to the subject matter hereto and supersedes any and all prior or contemporaneous agreements whether written or oral. Any changes by you to this Agreement, or any additional or different terms in your purchase orders, acknowledgements or other documents, written or electronic, are void.
Last Revised: 05.05.2007