ePharmaceuticals Subscription Agreement and
Terms and Conditions
Welcome to the [ePharm5.com/ePdaily.com/ePharmInDepth.com] web site (this "Site") provided by HCPro, Inc. ("we" or "our"). This Subscription Agreement and Terms and Conditions (this "Agreement") govern your use of this Site. Please read this Agreement carefully before using this Site or accessing, viewing, downloading or displaying any of the information, headlines, articles, text, artwork or any other materials on this Site, in whatever form (collectively, the "Content").
BY CLICKING ON "I ACCEPT" OR BY ACCESSING, VIEWING, DOWNLOADING OR DISPLAYING THE CONTENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU ARE NOT AND WILL NOT BE GRANTED PERMISSION TO ACCESS, VIEW, DOWNLOAD OR DISPLAY THE CONTENT ON THIS SITE.
YOU MAY NOT PROVIDE ACCESS OR ENABLE THIRD PARTIES TO PROVIDE ACCESS TO THE CONTENT OR ANY OF THE OTHER MATERIALS ON OR IN THIS SITE, INCLUDING BUT NOT LIMITED TO ALL SOFTWARE, TEXT, GRAPHICS, LOGOS, IMAGES AND OTHER DESIGN ELEMENTS (COLLECTIVELY, THE "PROPRIETARY ELEMENTS"). YOU MAY NOT BROADCAST ANY PART OF THE CONTENT OR PROPRIETARY ELEMENTS TO MULTIPLE RECIPIENTS, ELECTRONICALLY OR OTHERWISE, IN A MANNER THAT WOULD SERVE AS A SUBSTITUTE FOR ADDING ADDITIONAL SUBSCRIBERS TO THIS SITE’S SERVICES FOR AN ADDITIONAL FEE. NO PORTION OF THE CONTENT OR PROPRIETARY ELEMENTS MAY BE SYSTEMATICALLY REPRODUCED OR STORED ON ANY WEB SITE, NEWSGROUP, MAILING LIST OR ELECTRONIC BULLETIN BOARD, WITHOUT OUR PRIOR WRITTEN CONSENT. YOU MAY NOT, DIRECTLY OR INDIRECTLY, THROUGH THE USE OF ANY SOFTWARE PROGRAM OR OTHERWISE, CREATE A DATABASE OR ARCHIVE IN ELECTRONIC OR STRUCTURED MANUAL FORM BY REGULARLY OR SYSTEMATICALLY DOWNLOADING, REPRODUCING AND STORING ALL OR ANY PART OF THE CONTENT OR THE PROPRIETARY ELEMENTS.
WE MAY CHANGE THE TERMS OF THIS AGREEMENT. IN ADDITION, CERTAIN CONTENT LICENSORS REQUIRE THE POSTING OF CHANGES TO THE TERMS, PARTICULARLY AS NEW CONTENT IS ADDED TO THIS SITE. YOU AGREE TO READ AND BE BOUND BY THESE CHANGES. BY ACCESSING THIS SITE AFTER ANY CHANGED TERMS ARE POSTED, YOU ARE AGREEING TO BE BOUND BY ALL OF THE CHANGES.
Unless otherwise stated in writing, this Site, all Content and all Proprietary Elements are our property or the property of our licensors, affiliates, suppliers or sponsors, (collectively, "Business Partners"), and are protected by United States and international copyright law, trademark law and trade secret law, as well as other state, federal and international laws and regulations. We own a copyright in this Site as a collective work and/or compilation, and in the selection, coordination and arrangement of the Content and the Proprietary Elements. Except as expressly provided in this Agreement, neither we nor our Business Partners grant any rights to you under any patents, copyrights, trademarks or trade secret information. Accordingly, unauthorized use of this Site, any Content or Proprietary Elements may violate patent laws, copyright laws, trademark laws, trade secret laws, laws pertaining to privacy or publicity rights, or other laws or regulations.
ePharmaceuticals InDepth, ePharm5®, ePdaily and the ePharmaceuticals and ePharm5.com logos are trademarks and service marks licensed to HCPro, Inc. No one else may use these trademarks or service marks without the consent of the trademark or service mark owner. All other trademarks, service marks, product names, trade names and logos contained in this Site are the property of their respective owners.
Your Use of this Site
Conditioned on your continued compliance with the terms of this Agreement, we grant you a non-exclusive, non-transferable, limited license (i) to personally use, access and display this Site, the Proprietary Elements and the Content, and (ii) to copy, download and display the Content for your personal informational use in business and not for distribution to anyone else. Except as expressly permitted by us in writing, you may not copy, spam, upload, post, transmit, download, modify, distribute, sell, sublicense, transfer, mirror, frame or create derivative works of this Site or any part thereof, or any Proprietary Elements or Content. Further, you may not, without our prior written consent, use any metatags or any other "hidden text" utilizing the names "ePharm5"® or "HCPro, Inc." or any Proprietary Element, or which is added to the Content.
You agree to use this Site only for lawful purposes. You agree and represent that you will display, reformat and print the Content only for you or your employer’s personal, non-commercial use. To ensure the ePharm5® or ePharm InDepth service is used in accordance with these guidelines, you agree and understand that your company may be subject to a random audit several times during the year. You agree and represent that you will not reproduce, transmit, distribute, display, store, sell, archive or publish any Content to anyone, including but not limited to others in the same company or organization, without our express written consent, with the following exception:
You may, on an infrequent and irregular basis, disseminate an insubstantial portion of the Content, for a non-commercial purpose, without charge, and in non-electronic form, to a limited number of individuals, provided you include all copyright and other proprietary notices with such portion of the Content in the same form in which the notices appear in the Content.
The Content may include facts, views, opinions and recommendations of third parties deemed of interest. Neither we nor our Business Partners guarantee the accuracy, completeness or timeliness of, or otherwise endorse, these views, opinions or recommendations, give tax or investment advice, or advocate the purchase or sale of any security or investment.
Account Maintenance and Responsibility
If you wish to use this Site or access the Contents, you must register with us and choose a username and password. By registering with us, you represent, warrant and covenant that: (i) you are at least 18 years of age; (ii) you are using your actual identity; (iii) you have provided only true, accurate, current and complete information about yourself during the registration process; and (iv) you will maintain and promptly update the information that you provide to keep it true, accurate, current and complete.
By logging onto this Site using any username and password, you represent, warrant and covenant that you are authorized to use such username and password and to engage in the activities and communications that you conduct thereunder. You agree to be solely responsible for the confidentiality and use of your username and password, as well as for any activities or communications conducted on or through this Site using your username and password. Only one individual may access the Contents at the same time using the same user name or password.
If you wish to cancel a username or password, or if you become aware of any loss, theft or unauthorized use of a username or password, please notify us immediately. We reserve the right to delete or change any username or password at any time and for any reason. We may refuse to grant you a user name that impersonates someone else, is protected by trademark or other proprietary right law, or is vulgar or otherwise offensive, as we determine.
By registering with us, you are also agreeing that we or our licensors may store information you provide as part of the registration process and usage information, and provide aggregate statistical information about subscribers to advertisers, potential advertisers and Content licensors. We and our licensors may also use the information to inform you about other publications, products and services offered by us or our licensors, unless you notify us or our licensors, as applicable, that you do not wish to receive this information.
For Non-Enterprise Customers Only: Fees and Payments; Term and Termination
If you are accessing the Content pursuant to a written enterprise subscription agreement between your employer and us, this Section does not apply to you. Please contact your employer for details. For all other persons or entities, the following provisions regarding subscription fees and the term of this Agreement apply to you. You agree to pay or have paid all fees and charges incurred in connection with your user name or password at the rates in effect when the fees and charges were incurred. All fees and charges are nonrefundable. We may charge late fees on overdue accounts, and you agree to pay or have paid all costs (including, without limitation, attorneys’ fees) incurred to collect overdue amounts. We may change the subscription fees and charges then in effect, or add new fees or charges, by giving you notice in advance.
All fees and charges incurred in connection with your user name or password will be billed to the credit card you designate during the registration process. If there are any annual, monthly or similar periodic fees for your subscription, these fees will be billed automatically to your credit card at the start of the annual, monthly or similar period, and at the start of each renewal period, unless you terminate your subscription before the relevant period begins. If you want to designate a different credit card or there is a change in your credit card validity or expiration date, or if you believe someone has accessed the Content using your user name or password, you must call us at 1-877-4epharm. You are also responsible for any fees or charges incurred to access the Content through an Internet access provider or other third party service. YOU, NOT US, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY YOU.
The term of this Agreement shall commence on the date your registration is completed and shall continue for a period of one year unless terminated by us as provided below. Your subscription will continue and renew automatically for successive terms of one year each unless one of us gives the other written or electronic notice of non-renewal at least 60 days prior to the scheduled expiration of the then-current term. We may terminate this Agreement at any time in the event that you are in default of any material term or condition of this Agreement. Failure to make payments will be deemed a material default under this Agreement. If you become bankrupt or insolvent, we may, at our option, immediately discontinue your access to the Content and treat your bankruptcy or insolvency as a material breach of this Agreement. If we terminate this Agreement due to your default, we may retain all fees paid by you and may seek all other legal and equitable remedies available to us. Upon termination or expiration of this Agreement for any reason, your right to access and use the Content and the Proprietary Information will cease immediately and any and all Content and Proprietary Information previously downloaded to your computer will be promptly deleted.
We or our Business Partners may elect to electronically view, monitor and record activity on this Site without notice or permission from you. We may disclose any Content, records, or electronic communications of any kind (i) if we believe in good faith that the law or legal process requires it; (ii) if such disclosure is necessary or appropriate to operate this Site; or (iii) to protect our rights or property or the rights or property of our users and Business Partners. However, we are not responsible for screening, policing, editing, or monitoring this Site. If notified of an allegation that this Site contains infringing, defamatory, damaging, illegal or offensive Content or communications, we may investigate the allegation and determine in our sole discretion whether to remove or request the removal of such Content or communications from this Site.
You or we may suspend or terminate your account or your use of this Site at any time, for any reason or for no reason at all. We reserve the right to change, suspend, or discontinue all or any aspect of this Site at any time without prior notice.
Due to the number of sources from which the Content is obtained, and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies in the Content and this Site. THIS SITE, THE CONTENT AND ANY PROPRIETARY ELEMENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, FUNCTIONALITY, QUALITY, RELIABILITY, PERFORMANCE, SUITABILITY, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT, THE PROPRIETARY ELEMENTS OR THIS SITE. WE DO NOT WARRANT THAT THIS SITE AND ACCESS TO THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR RELIANCE UPON, THIS SITE, THE WORK, ANY CONTENT, OR ANY PROPRIETARY ELEMENTS IS AT YOUR SOLE RISK.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
Limitations of Liability
IN THE EVENT OF ANY PROBLEM WITH THIS SITE, THE WORK, ANY CONTENT OR ANY PROPRIETARY ELEMENTS, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THIS SITE, THE CONTENT OR SUCH PROPRIETARY ELEMENTS.
UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING OR DISTRIBUTING THIS SITE, ANY CONTENT OR ANY PROPRIETARY ELEMENTS BE LIABLE TO YOU, YOUR EMPLOYER OR ANYONE ELSE: (1) FOR ANY LOSS OR DAMAGE CAUSED IN WHOLE OR IN PART BY CONTINGENCIES BEYOND THEIR CONTROL OR NEGLIGENCE IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE CONTENT OR OTHER SERVICES PROVIDED THROUGH THIS SITE; (2) FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR YOUR EMPLOYER IN RELIANCE ON THE CONTENT OR OTHER SERVICES PROVIDED THROUGH THIS SITE; OR (3) FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR SIMILAR DAMAGES ARISING FROM OR IN CONNECTION WITH THIS SITE, ANY CONTENT OR ANY PROPRIETARY ELEMENTS, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU AGREE THAT THE LIABILITY OF US, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING OR DISTRIBUTING THIS SITE, ANY CONTENT OR ANY PROPRIETARY ELEMENTS, SHALL NOT EXCEED THE AMOUNT YOU OR YOUR EMPLOYER PAID TO US FOR THE USE OF THE SERVICES PROVIDED BY THIS SITE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
You agree to indemnify and hold us harmless from any claim, action, demand, loss or damages (including attorneys’ fees) arising out of or related to your use of this Site, any violation of this Agreement by you, or any violation of any rights of any person or entity by you.
We, in our sole discretion, may post the advertisements or other materials of third parties on this Site. Your correspondence or any other dealings with advertisers found on this Site are solely between you and such advertisers. You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of the presence of such advertisements on this Site. Moreover, we shall not be responsible or liable for the statements or conduct of any such advertisers on this Site.
We make no claims or representations regarding the quality, content, nature or reliability of sites accessible by hyperlink from this Site or sites linking to this Site, and we accept no responsibility in connection therewith. Any linked sites are not under our control, and we are not responsible for the content of any linked site or any link contained in a linked site, or for any review, changes or updates to any such sites. Any linked sites are provided to you only as a convenience. The inclusion of any link does not imply affiliation, endorsement or adoption by us of the linked site or any information contained therein. When leaving this Site, you should be aware that our terms and policies may no longer govern, and, therefore, you should review the applicable terms, conditions and policies, including privacy and data-gathering practices, of each linked site.
Confidentiality on the Internet
Use of the Internet is solely at your own risk and is subject to all applicable local, state, national and international laws and regulations. We not responsible for the security of any information transmitted over the Internet. You assume all risks in transmitting material to or from this Site and must make your own determination as to these matters. For more private communication with us, please write to PO Box 1168, Marblehead, MA 01945.
Choice of Law; Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of Pennsylvania, as if this Agreement were a contract wholly entered into and wholly performed within Pennsylvania. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any legal action or proceeding arising under or in connection with a breach or alleged breach of this Agreement shall be brought in the courts of the Commonwealth of Pennsylvania or in the United States District Court for the Eastern District of Pennsylvania, and you hereby accept the exclusive jurisdiction of such courts. You hereby irrevocably waive all claims you may now or hereafter have that any such court lacks jurisdiction over you and agree not to plead or argue otherwise. In addition, you hereby irrevocably waive all claims you may now or hereafter have that any such court is an inconvenient forum for an action or proceeding arising under or in connection with a breach or alleged breach of this Agreement and agree not to plead or argue otherwise.
Other than any purchase orders signed by both of us for your access to the Content or the Site, this Agreement constitutes the sole agreement between you and us relating to your use of this Site, the Content, and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this Agreement shall bind either of us. Any term of this Agreement which is determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable any of the remaining terms and conditions or affecting the validity or enforceability of this Agreement in any other jurisdiction. Failure to insist on performance of any of term of this Agreement will not operate as a waiver of any subsequent default. No waiver by us of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part, without our prior written consent. This Agreement shall be binding upon and inure to the benefit of each of us and our respective successors and permitted assigns.
Any legal action or claim against us must be brought within one year following the date on which the claim first accrued or shall be deemed forever waived. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
LAST UPDATED ON April 25, 2002
Copyright © 2004 HCPro, Inc. All Rights Reserved.