Effective Date: June 2016
PLEASE NOTE THAT SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS FOR RESOLVING ANY DISPUTE WITH US. Please review this Agreement carefully before using the Services.
By using the Services, you acknowledge that you have read this Agreement and agree to all of the terms, conditions and notices contained or referenced herein. If you do not agree to be bound by this Agreement, please note that you are not authorized to use these Services. NPC reserves the right to modify this Agreement in the future, and such modifications shall be deemed effective immediately upon posting to the Services. Any continued use of the Services after posting such changes will constitute your acceptance of this Agreement, as modified.
1. Legal Obligations
You are required to comply with all applicable laws and regulations in connection with your use of the Services, and such further limitations as may be set forth in any written or on-screen notice from NPC. As a condition of your use of the Services, you warrant that you will not use the Services for any purpose that is unlawful or prohibited by this Agreement.
2. We Do Not Provide Medical or Other Professional Advice
NPC is not engaged in rendering medical or other professional services or advice via the Services, and the information provided is not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. Any information supplied through the Services or by any employee or agent of NPC is for informational and educational purposes or for general guidance, not to provide advice regarding any particular situation. Your reliance upon any content or information provided through the Services is solely at your own risk.
3. Third-Party Content and Links to Third-Party Services
The Services may contain third-party owned content and links to other Services ("Third-Party Services"). NPC does not endorse, sponsor, recommend, or otherwise accept responsibility for any third-party content on the Services. In addition, Third-Party Services are not under the control of NPC, and NPC is not responsible for the content or privacy practices of the Third-Party Services. NPC is providing third-party content and Third-Party Services to you only as a convenience, and the inclusion of such third-party content and Third-Party Services is not an endorsement by NPC in favor of any company, organization or individual.
4. User Content
There may be areas of the Services where you can submit, post, or transmit information to us, including without limitation stories, requests, creative works, pictures, photographs, letters, documents, demos, ideas, suggestions, reviews, concepts, methods, systems, designs, plans, techniques or other materials (“User Content”). You are fully responsible for all User Content that you submit to us. You agree not to provide User Content that:
- infringes on the copyright, trademark, patent or other intellectual property right of any third party;
- is false, misleading, libelous, defamatory, obscene, abusive, hateful, or sexually explicit;
- violates a third party’s right to privacy or publicity;
- degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability or other classification;
- contains epithets or other language or material intended to intimidate or to incite violence;
- violates any applicable local, state, national or international law, including competition or antitrust law;
- constitutes or purports to include legal, tax, medical, accounting, or other professional advice;
- is designed to or could reasonably injure yourself, us, or any third party;
- contains advertisements or marketing materials, except with NPC’s express written consent; or
- we believe in good faith to be otherwise objectionable or inappropriate.
If you are or act on behalf of a healthcare professional, you will not submit any information that would directly identify a patient or any information for which you do not have all necessary consents or authorizations to disclose.
NPC is not responsible for any User Content and has no duty to monitor the User Content posted on the Services. You use any information contained in User Content at your own risk. NPC and its designees have the right, in their sole discretion, to monitor, review, edit, remove, delete, disable, refuse, restrict, or terminate access to your User Content or the Services (in whole or in part) at any time, without prior notice and in our sole discretion, for any or no reason.
NPC does not claim ownership of User Content. By submitting or posting User Content you grant NPC a world-wide, royalty free, perpetual, irrevocable non-exclusive, and fully-sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content anywhere, for any purpose we want (including for commercial purposes), and in any form, media or technology now known or later developed and to use your name and likeness in connection with such use. You hereby waive any moral rights you may have in your User Content.
If you notice that any User Content appears to violate this Agreement or if you believe that any User Content might harm you or someone else, please notify us by e-mailing firstname.lastname@example.org.
5. Intellectual Property
All content, information, materials, text, images, audio, video, computer code and software appearing on the Services, including third-party content, other than User Content (collectively, the “Website Content”) is the property of NPC or third parties. Except as set forth herein, you may access, use and display the Services on a single computer or device and download and print copies of the Website Content only for non-commercial, informational, personal use, without modification or alteration in any way, and only so long as you comply with this agreement.
- Copyright. The Website Content is protected under the copyright laws of the United States and other countries. All copyright rights are owned by NPC or its third-party licensors to the full extent provided under the United States Copyright Act and all international copyright laws. Unless expressly permitted in writing, or unless you are or are acting on behalf of a Member Company of NPC, you may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works from, transmit, or in any way exploit any part of the Website Content. Requests by any non-Member Company of NPC or other entity for permission to reproduce any Content must be submitted in writing to email@example.com.
- Trade and Service Marks. All rights in the product names, company names, trade names, logos, product packaging, and designs of all NPC or third-party products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to NPC or their respective owners and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. Unless you are or are acting on behalf of a Member Company of NPC, in which case you may be authorized to use NPC trademarks with our express permission, the use or misuse of NPC trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on this Services confers on you any license or right under any patent or trademark of NPC or any third party. These marks include the National Pharmaceutical Council® and logo, the CER Daily Newsfeed® and E.V.I.dently®.
6. Country-Specific Product Information
NPC provides information that might not be relevant to every visitor around the world. For example, trademarks used for certain products may differ from country to country. Furthermore, in some countries regulatory authorities may approve products for sale with different indications, dosages, and restrictions. If products or services mentioned on the Services are not available in your country, consult your physician for further information as to their availability.
7. Members Only Section
Certain portions of the Services, including those designated as the “Members Only” section, are restricted to members or other users who have registered with us (“Restricted Areas”) and have received a login and password through which they are authorized to access these Restricted Areas. You agree not to access Restricted Areas except using your own login and password, and you agree not to share your login and password, or information obtained from any Restricted Area, with anyone else. You may not transfer, sell, or otherwise assign your rights or obligations under this Agreement. You are responsible and liable for all activities that occur under your password or account. You agree to notify us immediately, by email to firstname.lastname@example.org, if you become aware of any unauthorized use of your password or username, or any other breach of security. Within the Restricted Areas, it may be possible to search contact information for other members. By using the Restricted Areas, you agree that such contact information may be used only for direct personal and professional contacts, and may not be sold or redistributed. Such contact information also may not be used for marketing purposes.
You agree to provide accurate, current, and complete information about yourself as requested or directed on the Services, and to promptly update this information to maintain its accuracy.
8. Prohibited Conduct
By using the Services, you agree not to:
- use any false or inaccurate information for purposes of registering as a user of the Services, or for purposes of registering for any promotions offered through the Services;
- impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity or the origin of any information you provide;
- delete or revise any material or other information of any other user or NPC;
- engage in unauthorized spidering, scraping, or harvesting of content or information, or use any other unauthorized automated means to compile information about others without their consent and ours;
- take any action that imposes an unreasonable or disproportionately large load on the Services’ infrastructure;
- use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity being conducted on the Services;
- allow any other person or entity to use your username or password for posting or viewing comments or sending or receiving materials;
- attempt to decipher, decompile, disassemble, or reverse engineer any of the software composing or in any way making up a part of the Services. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited;
- send unsolicited e-mail, including promotions and/or advertising of products or services;
- upload or otherwise transmit any communication, software, or material that contains a virus or is otherwise harmful to NPC’s or its users’ computers or systems;
- access or attempt to access data not intended for you or log into a server or account that you are not authorized to access;
- attempt to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or
- engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in our sole judgment, exposes us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type
Violations of system or network security may result in civil or criminal liability. NPC may investigate and work with law enforcement authorities in prosecuting users who violate this Agreement.
9. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS." NPC MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER RELATING TO THE SERVICES, THE WEBSITE CONTENT, USER CONTENT, OR OTHER CONTENT OR WEB SITES THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SERVICES. NPC DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NPC DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICES, (iv) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF DATA, AND (v) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY NPC OR ANY THIRD PARTY. FURTHER, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
NPC MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, THAT THE INFORMATION PROVIDED THROUGH THE SERVICES WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; OR THAT THE CONTENT ON THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY INFORMATION ON THE SERVICES IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY FOR THESE CHANGES.
NPC MAKES NO WARRANTIES OR REPRESENTATIONS RELATING TO CONTENT ON ANY THIRD-PARTY WEBSITE OR SERVICE.
10. Limitation of Liability
IN NO EVENT, INCLUDING NEGLIGENCE, WILL NPC OR ITS AFFILIATES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THIS SERVICES, BE LIABLE FOR ANY DAMAGES OR LOSSES, INCLUDING DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES AND LOST PROFITS ARISING OUT OF YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THIS SERVICES, WEBSITE CONTENT, USER CONTENT, OR ANY THIRD-PARTY SERVICES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE.
NPC RESERVES THE RIGHT TO ALTER THE CONTENT OF THE SERVICES IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE FOR POSSIBLE CONSEQUENCES OF SUCH CHANGES. THESE LIMITATIONS APPLY EVEN IF NPC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, NPC’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO STOP USING THE SERVICES.
Upon a request by NPC, you agree to defend, indemnify, and hold harmless NPC and its subsidiaries, affiliates, officers, directors, contractors, service providers, agents, co-branders, or other partners and employees from and against any and all demands, claims, damages, liabilities, judgments, losses, costs, expenses and harms, including reasonable attorneys’ fees, arising in connection with your use of the Services (including, without limitation, your User Content), online conduct, any violation of this Agreement, or dealings or transactions with other persons resulting from use of the Services.
12. Notice of Copyright Infringement
If you believe that your work has been copied and is accessible on the Services in a way that constitutes copyright infringement, please provide NPC’s Copyright Agent with the following information:
- identification of the copyrighted work claimed to have been infringed;
- identification of the allegedly infringing material on the Services that is requested to be removed;
- your name, address, and daytime telephone number, and an e-mail address if available, so that NPC may contact you if necessary;
- a statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
- a statement that the information in the notification is accurate and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and
- an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.
NPC’s Copyright Agent for notice of claims of copyright infringement on the Services is Kathryn Gleason who can be reached as follows:
National Pharmaceutical Council, Inc.
Kathryn Gleason, Vice President of Membership & Operations
1717 Pennsylvania Avenue, NW
Washington, DC 20006
13. Choice of Law
This Agreement is governed by, and must be construed in accordance with, the laws of the United States and the District of Columbia, as applicable, without giving effect to their principles of conflicts of law. By using the Services, you waive any claims that may arise under the laws of other countries or territories.
14. Binding Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.
- Binding Arbitration. With respect to any and all disputes arising out of or in connection with the Services or this Agreement, NPC and you agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. If you and NPC do not resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator’s award.
- Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor NPC will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
- Arbitration Procedures. NPC and you agree that all disputes arising under this Agreement that cannot be settled through informal negotiation will be settled exclusively through confidential binding arbitration in accordance with the commercial rules of arbitration of American Arbitration Association in effect at the time the dispute is filed and in the District of Columbia. The arbitrator's award shall be binding and may be entered as a judgment in a court of competent jurisdiction. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in the District of Columbia, necessary to protect its rights or property pending the completion of arbitration, without waiving its right to arbitration.
- Claims Must Be Filed Within One Year. To the extent permitted by law, any claim or dispute under this agreement must be filed within one year in an arbitration proceeding. The one-year period begins when the claim or notice of dispute first could be filed. If a claim or dispute isn't filed within one year, it's permanently barred.
- Severability. If any other provision of this section is found to be illegal or unenforceable, that provision will be severed, with the remainder of this section remaining in full force and effect. If this entire agreement to arbitrate is found to be illegal or unenforceable, the parties agree to the fullest extent permitted by applicable law that any dispute relating to your use of the Services or these Terms shall be commenced and heard in the appropriate court in the District of Columbia.
15. No Waiver
The failure of NPC to enforce any provisions of this Agreement or respond to a breach by you or other parties shall not in any way waive its right to enforce subsequently any terms or conditions of this Agreement or to act with respect to similar breaches.
NPC reserves the right, in its sole discretion, to terminate this Agreement at any time. NPC reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to all or part of the Services, with or without notice. Otherwise applicable sections of this Agreement shall survive termination.
17. Severability and Integration
Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and NPC and governs your use of this Site. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
18. Separate Terms and Conditions
In connection with your use of the Services, you may be asked to consent to policies or terms and conditions in addition to this Agreement. Please read these supplemental policies and terms carefully before making any use of such portions of the Services. Any supplemental terms will not vary or replace this Agreement regarding any use of the Services, unless otherwise expressly stated.
19. Contact Us
If you have any questions about this Agreement, please send us an email at email@example.com.