Table of Contents
- Binding Agreement: Your Acceptance of These Terms of Service
- Your Role as an ALPHADETAIL Panel Member: Compensation
- Your Privacy
- Your Member Username and Password
- Your Use of Content and Related Proprietary Rights
- User Content: Information Provided by You
- Your Use of Confidential Information
- Our Management of Content
- No Endorsement of Content or User Content
- No Endorsement of Links
- Your Communications with Our Clients or Other Advertisers
- Your Breach of These Terms and Conditions
- Termination of or Change in Service
- Disclaimer of Warranties
- Limitation of Liability
- Notices
- Survival of Certain Provisions
- Other Terms
1. Binding Agreement: Your Acceptance of These Terms of Service
PLEASE READ THIS ENTIRE ALPHADETAIL WEBSITE TERMS OF SERVICE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THIS SITE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN THE ACTIVITIES OF THE SITE OR OTHERWISE ACCESS THE SITE. This Agreement is a binding legal contract between you ("you" or "your") and ALPHADETAIL, Inc. ("ALPHADETAIL", "we", "us" or "our") a Delaware corporation, and governs your access to ALPHADETAIL's website ("Site"), your participation in the activities and use of the services on the Site (including without limitation the Content as defined in Section 5 and the User Content as defined in Section 6) and your access to the Site. Access to and participation in the activities of the Site will be collectively referred to as "the Service." Additional terms and conditions of use applicable to specific areas of the Service, if any, may also be posted in such areas, and together with these terms of service and any related modifications, constitute the "Agreement." ALPHADETAIL, in its sole discretion, may modify, add or remove all or any part of this Agreement at any time, and such modification will be effective immediately upon it being published on the Site. You agree to be bound by the terms and conditions of this Agreement, and any modifications, for as long as you continue to participate in the Services and access the Site. By clicking on the "I Accept" button you indicate your conclusive acceptance of this Agreement. If you do not agree to this Agreement in full, do not click on "I Accept" or access or use this Site in any manner whatsoever. If you object to any part of the Agreement at any time, you should immediately notify ALPHADETAIL of your desire to no longer be a member of our panel by sending email notification to register@alphadetail.com and exiting the Site.
2. Your Role as an ALPHADETAIL Panel Member: Compensation
ALPHADETAIL's Site and Services are created specifically to interact directly with a panel of select users who have a high level of therapeutic expertise and/or experience in certain healthcare areas. These interactive sessions between ALPHADETAIL and the panel members will occur via the Internet, and be presented in the form of interactive presentations concerning the healthcare products and services manufactured, distributed or offered by clients of ALPHADETAIL ("Clients"), with embedded market research questions for you to respond to (“Online Sessions”). Each Online Session will be identified as to its form, purpose and intent.
Online Sessions are designed to: (1) show panel members Client-generated product or service materials and/or seek their input and opinion regarding such product, service, and/or materials. We may use this input and these opinions to tailor subsequent content for each panel member based on his/her interests and needs. We also may provide such input and opinions only to our Clients who may use such information to shape future Online Sessions or for other purposes; and (2) gain an understanding of treatment practices, opinions about therapeutic choices, etc. We may use members' responses to tailor subsequent content, and match the needs of the ALPHADETAIL panel members with the needs of our Client sponsors for future events.
Your opportunity to participate in an Online Session will be sent to you by email. In some cases you may be required to complete the Online Session in order to receive an honorarium. In these cases you must complete the Online Session on or before the expiration date indicated therein in order to receive an honorarium. An Online Session will be considered completed only after you have answered all of the questions, submitted your answers in accordance with the instructions in the Online Session, and received a confirmation from us that your Online Session responses have been received. You agree that your participation in an Online Session is personal, and you will not assign or delegate any responsibilities for completing an Online Session to any other person or entity, including without limitation employees, agents, or family members.
ALPHADETAIL panel members may receive an honorarium from us in compensation for their time and/or for the feedback and opinions they provide when completing Online Sessions. Funding for the honoraria may be derived in whole or in part from payments we receive from the Clients whose products or services are the subjects of our Online Sessions. Prescription or any other use of the Client's product or service is Not a condition of participating in an Online Session or of receiving a compensatory honorarium. The form of the honorarium available for each Online Session will be specified in the terms and conditions of that Online Session. Honoraria, the value of which will be commensurate with our estimation of the fair market value of your time and expertise in responding to the market research questions in the Online Session, may include cash, non-cash items, and charitable donations on behalf of panel members. If you have registered with ALPHADETAIL as a healthcare professional, by accepting honoraria, you agree to use said honoraria to further your medical practice.
The data you provide in the ALPHADETAIL Registration Form and all other information about you or your activities gained through your participation in this Site are subject to our Privacy Policy, which is incorporated into this Agreement by reference. Please take the time to understand and agree to how we collect, use, and protect information collected about you and your use of the Site by reading our Privacy Policy. You acknowledge and agree that by providing ALPHADETAIL with any personal or proprietary information through the Site or the Service you consent to the transmission of such personal or proprietary information over international borders as necessary for processing in accordance with ALPHADETAIL's business practices. ALPHADETAIL reserves the right to disclose any information, including registration data, in order to comply with any applicable laws and/or requests under legal process, to operate the Service properly, to protect ALPHADETAIL's property and rights, and to safeguard the interests of our users.
4. Your Member Username and Password
As a panel member, you will create a username and password while completing and submitting the ALPHADETAIL Registration Form. Your password, username and access to the Service and Site are for your sole, individual use. You may not authorize others, including without limitation employees, agents, or family members, to use your password or username, and you may not assign or otherwise transfer your password or username to any third party. You agree to be responsible for maintaining the confidentiality of your password and username, and for all activities occurring under your password and username.
You agree to immediately notify us via email to register@alphadetail.com of any unauthorized use of your password and username, or any other breach of security or any other violation related to your use of the Site or the Service. You will also make sure that you exit your ALPHADETAIL account at the end of each Online Session session.
5. Your Use of Content and Related Proprietary Rights
You acknowledge that the Site and the Service may contain information, data, photographs, audio and video clips, graphics, images, links and other material, and that such content may include, but is not limited to, proprietary and confidential information, copyrights, patents and trademarks of us or our Clients (collectively referred to as the "Content"). The Content and other information included in the Site and the Service is intended to be a general information resource in regard to the subject matter covered. You are encouraged to confirm the information contained in the Site and the Service with other sources. ALPHADETAIL is not engaged in rendering medical or similar professional services or advice.
The Site and all such Content is protected by U.S. and foreign copyright laws, international conventions or treaties, and any other intellectual property or proprietary laws, and, unless in the public domain, is owned by ALPHADETAIL or its Clients, or their respective licensors and licensees, whether or not such rights are expressly identified in, or in connection with, such Content. Except as provided herein, no license to use any of the Content is given or implied without the respective owner's prior written consent. Except as provided herein, any use of the Content or its related software, in whole or in part, including the reproduction, modification, exploitation, distribution, redistribution, transmission, retransmission, republication, display, performance, or creation of derivative work, of such Content is otherwise strictly prohibited without the prior written permission of the owner of such Content.
You are responsible for complying with any other use restriction required by third party owners of such Content. You assume all risk and responsibility for determining whether any Content is in the public domain.
"ALPHADETAIL™" and the related graphics, logos and service names are protected trademarks of ALPHADETAIL, Inc. under all applicable laws. Such trademarks of ALPHADETAIL, Inc. may not be used without its prior written consent, and may not be used in connection with any product or service that is not ALPHADETAIL's, in any manner that is likely to cause confusion among the public, or in any manner that disparages or discredits ALPHADETAIL.
6. User Content: Information Provided by You
By you participating in an Online Session, posting messages, sending emails, uploading files, inputting data or information, or engaging in any other form of communication (collectively referred to as "User Content") to or through the Site or Service, you hereby grant ALPHADETAIL a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, fully paid, royalty-free license, with the right to sublicense, use, re-use, copy, license, sub license, publish, re-publish, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, translate, prepare derivatives or otherwise exploit such User Content, in any medium now or later known or developed or discovered. You represent and warrant that you are authorized to grant such a right for ALPHADETAIL's use of such User Content and that such User Content shall not infringe any proprietary or other rights of third parties. You waive all rights to any claim against ALPHADETAIL or any of the Indemnified Parties (as defined below) for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such User Content.
You will not use the ALPHADETAIL Site to post, transmit or distribute, or cause to be distributed any material which violates any local, state, or national or international laws, or infringes the intellectual property rights of others.
Unless otherwise specified, you acknowledge that by providing any User Content to ALPHADETAIL through the Service and Site, no confidential, fiduciary, contractually implied or any other relationship is created between you and ALPHADETAIL, or you and any ALPHADETAIL Client, in any way whatsoever.
7. Your Use of Confidential Information
Since the ALPHADETAIL Site is a restricted-access Site, you agree to keep confidential and not to disclose or make any unauthorized use of any trade secrets, confidential information, knowledge, data or other information relating to products (except Client products) processes, software, know-how, designs, test data, customer lists, business plans, marketing plans and strategies, and pricing strategies or other subject matter pertaining to any business, of ALPHADETAIL, or any of its Clients, customers, consultants, licensees or affiliates (collectively referred to as "Confidential Information"), including but not limited to Confidential Information that constitutes Content or User Content, which you may have produced, obtained, learned or otherwise acquired during the term of this Agreement.
You shall use your best efforts to safeguard ALPHADETAIL's Confidential Information, including but not limited to proper supervision of any of your assistants, colleagues or co-workers. Your duty to maintain such Confidential Information in confidence hereunder shall survive the termination of this Agreement, except to the extent that any such Confidential Information becomes generally known in the industry through no direct or indirect fault of yours, or your assistants, colleagues or co-workers.
We do not screen or monitor and are not responsible for screening or monitoring any Content or User Content, but reserve the right, in our sole discretion, to refuse or remove any content available via the Service for any reason and with no explanation.
We will require each Client to certify that all Content it supplies will comply with stated package insert indications and content, and the applicable Food & Drug Administration requirements.
We reserve the right, in our sole discretion, to establish practices regarding a panel member's use of the Service and storage of any Content or User Content posted on the Site. We have no responsibility or liability for the deletion or failure to store any Content or User Content and any other communications maintained or transmitted on the Service.
We may preserve, disclose or review any Content or User Content if required to do so by law or in good faith belief that such action is reasonably necessary to comply with any legal process, enforce this Agreement, respond to any claim regarding the violation of any third parties, or protect the rights, property or personal safety of ALPHADETAIL, its licensees and licensors, or any of its panel members.
9. No Endorsement of Content or User Content
Since ALPHADETAIL does not pre-screen or monitor any Content or User Content, you understand and agree that ALPHADETAIL does not endorse any Content or User Content, or any Client products or services discussed in such Content, or any other product, treatment or procedure that may be mentioned on the Site, or vouch for the reliability or accuracy of the same, and you may not necessarily rely on any such content. You will solely evaluate the validity of any Content or User Content, and bear all risks associated with the use of any such content, including without limitation, the accuracy, completeness, reliability or usefulness of any such Content or User Content. Accordingly, you understand that all Content and User Content includes any available through ALPHADETAIL message boards, and any other forum provided to the panel members by ALPHADETAIL, and may appear in any form now or later known, including but not limited to opinions, advice, statements, memoranda or articles. As we solely deem appropriate, we reserve the right, but have no obligation, to: (a) correct any error or omissions in any portion of the Site; (b) remove any Content or User Content that is abusive, illegal, disruptive, or that otherwise fails to conform to this Agreement; (c) edit or delete any Content, User Content, or other material posted on our Site, for any reason or for no reason.
We may provide links to other websites, resources, advertisers or sponsors. Because we have no control over such sites, resources, advertisers and sponsors, you understand and agree that ALPHADETAIL is not responsible for the availability of such websites, resources, advertisers or sponsors, and does not endorse and is not responsible or liable for any content, products or services available from such websites, resources, advertisers or sponsors. YOUR USE OF LINKED THIRD PARTY WEB SITES IS AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF USE FOR SUCH SITES. You acknowledge and agree that ALPHADETAIL is not responsible for the accuracy, copyright compliance, legality, decency of any content or information on such websites or any other aspects of such websites and that ALPHADETAIL is not responsible or liable for any damage or loss caused, or alleged to be caused by or in connection with the use of or reliance on any content, products or services, or links, provided by or available from such websites, resources, advertisers or sponsors.
11. Your Communications with Our Clients or Other Advertisers
Your correspondence with, participation in promotions of, and purchase of any products or services from any of ALPHADETAIL's Clients, business partners or advertisers will take place outside of the operation of the Site, and are solely between you and such third parties ("Third Party Dealings"). These Third Party Dealings include but are not limited to your obligations related to, understanding of and agreement to any terms, conditions, warranties or representations associated with such third parties. You agree that we will not be responsible or liable for any loss or damage of any type incurred as the result of any Third Party Dealings, or as the result of your introduction to such third parties on the Site or through the Service.
12. Your Breach of These Terms and Conditions
You agree to indemnify, defend and hold harmless ALPHADETAIL and all of its officers, directors, agents, employees, contractors, information providers, licensors, licensees, affiliates, subsidiaries and any other partners and representatives ("Indemnified Parties") from any losses, damages, costs, liabilities, claims, demands and expenses, including, without limitation reasonable attorney's fees and related costs, from any third party claim or demand due to, related to or arising from your posting of User Content through the Service, your use or misuse of the Site or the Service, your use of Content or User Content, your conduct through the Service, your violation of this Agreement, or your violation of any other rights related to the Site or the Service.
13. Termination of or Change in Service
This Agreement shall commence at the time you click "I Accept" and continue in effect until terminated in accordance with this Agreement. Either you or ALPHADETAIL may terminate your use of the Service at any time, for any reason, without explanation, and immediately effective upon sending a written notice to the other party. ALPHADETAIL may immediately, at any time and in its sole discretion, (a) delete your password, username and account, (b) terminate your access to the Site, or (c) remove and discard any Content or User Content within the Service, for any reason, including but not limited to your lack of use, your breach of any terms and conditions of this Agreement or if we believe you violated or acted inconsistently with the letter or spirit of this Agreement. We may change, suspend or discontinue any aspect of the Site or Service, or any part thereof, or impose any limits on any feature or service, including the availability of any Site or Service feature, database, Content or User Content for any reason, at any time, and without notice. You agree that ALPHADETAIL will not be liable in any way to you or any third party for such actions of ALPHADETAIL as described in this section.
YOUR USE OF THE SERVICE AND THE SITE, INCLUDING BUT NOT LIMITED TO ALL CONTENT, FUNCTIONS, MATERIALS AND INFORMATION, IS AT YOUR SOLE RISK, AND SUCH SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
TO THE FULLEST EXTENT PERMITTED BY LAW, ALPHADETAIL AND ITS SUBSIDIARIES, LICENSEES, LICENSORS AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE SITE, FOR ANY PRODUCTS OR SERVICES INTRODUCED THROUGH THE SITE OR LINKS TO THIRD PARTIES, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF ANY SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED WEBSITE.
ALPHADETAIL AND ITS SUBSIDIARIES, LICENSEES, LICENSORS AND AFFILIATES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA INTEGRITY, QUIET ENJOYMENT, SYSTEM INTEGRATION AND NON-INFRINGEMENT OF THIRD PARTY WORKS.
ALPHADETAIL DOES NOT WARRANT OR REPRESENT THAT (a) THE SERVICE WILL MEET YOUR REQUIREMENTS, (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) ANY RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT OR ANY OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (e) ANY ERRORS OR DEFECTS IN THE SERVICE, INCLUDING WITHOUT LIMITATION ANY SOFTWARE WILL BE CORRECTED, AND (f) THE SITE AND RELATED SYSTEM AND SERVICE IS FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF ANY SUCH MATERIALS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ALPHADETAIL OR ITS SERVICES SHALL CREATE ANY WARRANTY, UNLESS EXPRESSLY PROVIDED IN THIS AGREEMENT.
Some jurisdictions do not permit the disclaimer of some kinds of warranties. Therefore, only if and to the extent required by applicable law, some or all of the exclusions above may not apply to you. You may have other rights from jurisdiction to jurisdiction.
UNDER NO CIRCUMSTANCE WHATSOEVER SHALL ALPHADETAIL BE LIABLE FOR ANY DAMAGES INCLUDING, WITHOUT LIMITATION, DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, OR TO GOODWILL OR OTHER INTANGIBLE LOSSES) WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ALPHADETAIL WAS ADVISED OF SUCH POSSIBILITY, OR IF SUCH LOSS WAS FORESEEABLE IN ANY WAY, THAT ARISE OUT OF OR RELATE IN ANY MANNER WHATSOEVER TO: (a) USE OF OR INABILITY TO USE THE SITE OR THE SERVICE, (b) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OF ANY USER CONTENT, (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SERVICE, (d) THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, TIMELINESS, SUITABILITY, USEFULNESS OR APPLICABILITY OF ANY CONTENT OR USER CONTENT, OR (e) MISTAKES, OMISSIONS OR DELAYS IN TRANSMISSION OF INFORMATION OR INTERRUPTIONS IN THE TELECOMMUNICATIONS CONNECTIONS TO THE SITE OR SERVICE.
ALPHADETAIL ALSO SHALL NOT BE RESPONSIBLE FOR OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY UNLAWFUL, HARASSING, DEFAMATORY, ABUSIVE, THREATENING, HARMFUL, VULGAR, OFFENSIVE, OBSCENE, SEXUALLY EXPLICIT OR OTHERWISE OBJECTIONABLE CONDUCT, SPEECH OR COMMUNICATION OF ANY THIRD PARTY THROUGH THE SITE OR THE SERVICE, OR FOR ANY INFRINGEMENT OR VIOLATION OF ANY THIRD PARTY'S RIGHTS, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY RIGHTS AND RIGHTS OF PUBLICITY OR PRIVACY.
Some jurisdictions do not permit the exclusion of some forms of damages. Therefore, only if and to the extent required by applicable law, some or all of the exclusions above may not apply to you. You may have other rights from jurisdiction to jurisdiction.
Notices to you or to us may be made via email to register@alphadetail.com, recognized national overnight courier, or U.S. Mail, certified or registered, postage prepaid, return receipt requested. ALPHADETAIL may also provide notices of changes to this Agreement or other matters related to the Service by displaying notices or links to notices to you generally through the Service.
17. Survival of Certain Provisions
The termination of this Agreement for any reason will not terminate the obligations or liabilities of the parties under the terms and conditions of this Agreement regarding warranties, liabilities, proprietary rights and all others that by their sense and context are intended to survive the execution, delivery, performance, termination and expiration of this Agreement. All such obligations and liabilities will survive and continue in effect after any such termination
This Agreement constitutes the entire agreement between you and ALPHADETAIL, and supersedes any prior agreements between you and ALPHADETAIL. You may also be subject to additional terms and conditions which may apply when you use third party content, software or other proprietary information. This Agreement is governed, and construed and enforced in accordance with the laws of the State of California, without giving effect to the principles of conflicts of law thereof. Except for ALPHADETAIL's claim for injunctive relief in any court having jurisdiction, you and ALPHADETAIL agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Santa Clara County. You and ALPHADETAIL waive any defense of an inconvenient forum and any right of jurisdiction on account of the place of residence or domicile. If any provision under this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. ALPHADETAIL's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. ALPHADETAIL may assign its rights and obligations under this Agreement at any time and without notice to you.
This Terms of Service was last updated on August 1, 2004.
