Graphic Details TERMS OF SERVICE AGREEMENT
Access to and participation in the activities of this website are subject to the following Graphic Details Terms of Service Agreement.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICES AVAILABLE THROUGH THIS SITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN THE ACTIVITIES OF THE SITE OR OTHERWISE ACCESS THE SITE.
Your Acceptance of the Terms and Conditions
This Terms of Service Agreement is a legal agreement between you and Graphic Details, Inc., and governs your access to Graphic Details' website ("Site"), your participation in the activities and use of the services on the Site, and your access to such 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 (including, without limitation, the User Rules) applicable to specific areas of the Service, if any, may also be posted in such areas, and together with this Terms of Service Agreement and any related modifications, as described below, are referred to as the "Agreement."
Graphic Details, 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 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.
YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS BY CLICKING ON THE BUTTON MARKED "I ACCEPT," AND/OR YOUR CONTINUED USE OF THE SERVICE MEANS THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ANY MODIFICATIONS AS DESCRIBED ABOVE.
IF YOU OBJECT TO THESE TERMS AND CONDITIONS AT ANY TIME, YOU SHOULD IMMEDIATELY NOTIFY Graphic Details OF YOUR DESIRE TO NO LONGER BE AN ADVISOR BY SENDING AN EMAIL TO questions@groupdca.com THEN EXITING THE SITE.
Your Role as Graphic Details Advisor
Graphic Details' Site and Services are created specifically to interact directly with a panel of select physicians who have a high level of therapeutic expertise and specialized experience in certain healthcare areas ("Advisors"). These interactive sessions between Graphic Details and the Advisors will occur via the Internet and will be presented in the form of promotional interactions, market research, or other consultations. Each session will be identified as to its form, purpose, and intent.
Promotional interactions will be clearly labeled and have multiple objectives. (1) To show Advisors client promotional materials and to seek their input and opinion regarding such materials. Graphic Details will use these opinions to tailor subsequent content for each Advisor based on his/her interests and needs. Graphic Details will provide such opinions in aggregate form (see Anonymous Information below) to its clients, who may use such information to shape future promotional materials. (2) To gain an understanding of physician treatment practices, opinions about therapeutic choices, etc. Graphic Details will use Advisors' responses to tailor subsequent content and to enable us to match the needs of our Advisors with the needs of our client sponsors for future events. (3) To offer value-added services to this select panel of Advisors (eg, invitations to symposia, product samples and representative visits, or continuing medical education).
When the interaction with Advisors is of a promotional nature, all content will comply with stated package insert indications and content, and the applicable Food & Drug Administration and American Medical Association guidelines. Physician incentives for such promotional interactions will be in the form of points, which can be used to purchase medically relevant items from our online Catalog.
Market research interactions will comply with industry standard good research practices and will be clearly identified as such. Physician incentives for market research interactions may be offered in the form of cash or points towards the purchase of medically relevant items from our online Catalog.
Disclaimer
The Graphic Details Site, by its nature, seeks and collects professional opinions from Graphic Details Advisors. Such opinions expressed on the Graphic Details Site are the opinions of the individuals giving them. Graphic Details does not assume liability for any content of any such opinion or any other information presented anywhere on the Site.
Graphic Details does not endorse or recommend any procedure, treatment, or product that may be mentioned on the Site. Your decision to rely on the information, data, opinion, or instructions found on the Site or on any linked website is solely at your own risk. Graphic Details accepts no liability for injury or damage resulting from your decision to use any product, information, opinion, or instruction found on the Site or on any website linked to the Site. Graphic Details has no control over or liability arising from any information which may be found on such websites linked to the Site.
Your Assumption of Risk
As an Advisor, you acknowledge and agree to the following assumptions of risk (or releases of liability) regarding use of the Service and/or access to the Site.
In consideration of being permitted to access the Site and participate in the Service, you agree that you and your heirs, distributees, guardians, legal representatives, executors, administrators, and assigns will not assert any claim against, sue, attach the property of, or prosecute Graphic Details or any of its officers, directors, agents, employees, contractors, information providers, licensors, licensees, affiliates, subsidiaries and any other partners and representatives from any and all claims or demands arising out of your participation in the Service or access to the Site, including reasonable attorney's fees and related costs, by whomever made and wherever presented.
YOU AGREE THAT YOU CAREFULLY READ THIS RELEASE OF LIABILITY AND FULLY UNDERSTAND AND AGREE TO THIS FULL RELEASE OF LIABILITY.
Your Privacy
The data you provide in the Graphic Details Registration Form and certain other information about you or your activities over the Internet are subject to our Privacy Policy. Please take the time to understand your privacy rights by reading our Privacy Policy.
Member Password and User ID
As an Advisor, you will create a password and user ID while completing and submitting the Graphic Details Registration Form. Your password, user ID and access to the Service and Site is for your sole, individual use. You may not authorize others to use your password or user ID, and you may not assign or otherwise transfer your password or user ID to any third party. You agree to be responsible for maintaining the confidentiality of your password and user ID, and for all activities occurring under your password and user ID.
You agree to immediately notify Graphic Details of any unauthorized use of your password and user ID, or any other breach of security or any other violation related to your use of the Services. You will also make sure that you exit your Graphic Details account at the end of each session. Graphic Details cannot be liable for any loss or damages arising from your failure to comply with this section.
Use of Content and Related Proprietary Rights
You acknowledge that the Service may contain information, photographs, audio and video clips, graphics, images, links and other material, including but not limited to proprietary and confidential information, copyrights, patents, and trademarks (collectively referred to as the "Content").
All such Content is protected by all applicable copyright laws, international conventions or treaties, and any other intellectual property or proprietary laws, and, unless in the public domain, is owned by Graphic Details or its licensors and licensees, whether or not such rights are expressly identified in, or in connection with, such Content. No license to use any of the Content is given or implied without the respective owner's prior written consent. Any use of the Content or its related software, in whole or in part, including the reproduction, modification, distribution, redistribution, transmission, retransmission, republication, display or performance, of such Content is otherwise strictly prohibited.
Except for Content that is in the public domain, you agree not to copy, exploit, duplicate, modify, publish, transmit, transfer, distribute, perform, display, sell, loan, rent, reverse engineer (if applicable), or create any derivative works from, in whole or in part, any Content or Service without the prior written permission from the owner of such Content. You are also 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.
"Graphic Details" and the related graphics, logos, and service names are protected trademarks of Graphic Details, Inc. under all applicable laws. Such trademarks of Graphic Details, 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 Graphic Details, in any manner that is likely to cause confusion among the public, or in any manner that disparages or discredits Graphic Details.
You will undertake such further acts (including, without limitation, executing or completing any patent, trademark and copyright registrations and applications), if any, at Graphic Details' expense, except for any reasonable time expended, as Graphic Details may request in order to obtain or protect Graphic Details' rights hereunder. If you fail to do so within five (5) business days of receiving Graphic Details' written request, you appoint Graphic Details to execute such documents and instruments in your name and on your behalf as your duly authorized attorney-in-fact; this appointment shall be deemed irrevocable and to be a power coupled with an interest.
Confidential Information
Since the Graphic Details 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 of Graphic Details, or any of its clients, relating to 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 Graphic Details, or any of its clients, customers, consultants, licensees, or affiliates (collectively referred to as "Confidential Information"), which you may have produced, obtained, learned, or otherwise acquired during the term of this Agreement.
You shall use your best efforts to safeguard Graphic Details' 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.
User Content: Information Provided By You
By 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 the Site, you grant Graphic Details a perpetual, worldwide, irrevocable, unrestricted, non exclusive, fully paid, royalty free license, with the right to use, re-use, copy, license, sublicense, publish, re-publish, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, translate, or otherwise exploit such User Content, in any medium now or later known or developed. You represent and warrant that you are authorized to grant such a right for Graphic Details' use of such User Content. You waive all rights to any claim against Graphic Details 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 Graphic Details Site to post, transmit or distribute, or cause to be distributed any material which violates any local, state, national, or international laws, or infringes the intellectual property rights of others. See User Rules for additional online conduct, the terms of which are incorporated into this Agreement.
Unless otherwise specified, you acknowledge that by providing any User Content to Graphic Details through the Service and Site, no confidential, fiduciary, contractually implied, or any other relationship is created between you and Graphic Details, or you and any Graphic Details client, in any way whatsoever.
Graphic Details' Management of Content
Graphic Details reserves the right, in its sole discretion, to establish practices regarding an Advisor's use of the Service and storage of any Content or User Content posted on the Site. Graphic Details has 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.
You also understand that Graphic Details does not prescreen or monitor any Content or User Content, but reserves the right, in its sole discretion, to refuse or remove any content available via the Service for any reason and with no explanation.
Graphic Details 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 Graphic Details, its licensees and licensors, or any of its Advisors.
No Endorsement of Content
Since Graphic Details does not prescreen or monitor any Content (unless such Content is specifically owned by Graphic Details) or User Content, you understand and agree that Graphic Details does not endorse any such content, 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 Graphic Details message boards, and any other forum provided to the Advisor community by Graphic Details, and may appear in any form now or later known, including but not limited to opinions, advice, statements, memoranda, or articles. Under no circumstances will Graphic Details be responsible for any loss or damage resulting from any party's reliance on such information posted on the Service or transmitted to any members of the Advisor community. Graphic Details reserves the right, but has no obligation, to correct any error or omissions in any portion of the Site, as it solely deems appropriate.
No Endorsement of Links
Graphic Details may provide links to other websites, resources, or sponsors. Because Graphic Details has no control over such sites, resources, and sponsors, you understand and agree that Graphic Details is not responsible for the availability of such websites, resources, and sponsors, and does not endorse and is not responsible or liable for any Content, products, or services available from such websites, resources and sponsors. You agree that Graphic Details is not responsible or liable for any direct or indirect 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, or sponsors.
Your Communications with Graphic Details Clients or Other Advertisers
Your correspondence with, participation in promotions of, and purchase of any products or services from any of Graphic Details' 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 Graphic Details 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.
Non-Competition and Non-Solicitation
The term "Competitor" as used herein shall mean any person or business entity engaged in or about to become engaged in the production, licensing, sale, or marketing of any product or service or planned business or service of Graphic Details which is similar to or directly competitive with Graphic Details' existing or developing products or services, and which Advisor has been directly involved with, has had reasonable access to, or has reason to know about, as a result of using the Services or accessing the Site. During the term of this Agreement and for twelve (12) months thereafter, you will not: (a) directly or indirectly solicit, divert, or take away any Graphic Details customers, suppliers, or partners, or assist in any manner any Competitor, or otherwise compete with Graphic Details in the production, licensing, sale, or marketing of any products or services competitive with Graphic Details' products and services existing or in development at the time of the termination of this Agreement; (b) solicit, induce, attempt to hire, or hire any person who was an employee or contractor of Graphic Details during the term of this Agreement or during the subsequent twelve (12) month period; or (c) assist or encourage an employee or contractor of Graphic Details to terminate his/her affiliation with Graphic Details.
Your Breach of These Terms and Conditions
You agree to indemnify, defend, and hold harmless Graphic Details 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 claim or demand, including reasonable attorney's fees and related costs, due to or arising from your posting of User Content through the Service, your use of the Site or the Service, your use of Content, your conduct through the Service, your violation of this Agreement, and your violation of any other rights related to the Service.
Termination of or Change in Service
Either you or Graphic Details 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. Graphic Details may immediately, at any time and in its sole discretion, (a) delete your password, user ID, 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 (as described above), or if Graphic Details believes you violated or acted inconsistently with the letter or spirit of this Agreement. Graphic Details 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 feature, database, or Content for any reason, at any time, and without notice. You agree that Graphic Details will not be liable in any way to you or any third party for such actions of Graphic Details as described in this section.
Disclaimer of Warranties
YOUR USE OF THE SERVICE, 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, Graphic Details 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.
Graphic Details AND ITS SUBSIDIARIES, LICENSEES, LICENSORS AND AFFILIATES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE WARRANTIESOF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY WORKS.
Graphic Details 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 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 Graphic Details OR ITS SERVICES SHALL CREATE ANY WARRANTY, UNLESS EXPRESSLY PROVIDED IN THIS AGREEMENT.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT Graphic Details SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, GOODWILL, USE OF THE SERVICE OR CONTENT, ACCESS TO SITE, DATA OR OTHER INTANGIBLE LOSSES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF Graphic Details WAS ADVISED OF SUCH POSSIBILITY, OR IF SUCH LOSS WAS FORESEEABLE IN ANY WAY, IF RELATED TO: (a) USE OR INABILITY TO USE SERVICE, (b) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, (d) THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, TIMELINESS, SUITABILITY, USEFULNESS, OR APPLICABILITY OF ANY CONTENT, or (e) ANY OTHER MATTER RELATED TO THIS AGREEMENT.
YOU AGREE THAT Graphic Details IS NOT 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 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.
Miscellaneous Terms
This Agreement constitutes the entire agreement between you and Graphic Details, and supersedes any prior agreements between you and Graphic Details. 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 New York, without giving effect to the principles of conflicts of law thereof. Except for Graphic Details' claim for injunctive relief in any court having jurisdiction, you and Graphic Details agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in New York County. You and Graphic Details 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. Graphic Details' failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Graphic Details may assign its rights and obligations under this Agreement at any time and without notice to you.
One Year Limit
You agree that, regardless of any contrary statue or law, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever barred.
Notices
Notices to you may be made via email or regular mail. Graphic Details 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.
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.
