THE SCOPIARX SOLUTION TERMS & CONDITIONS OF USE
1. INTRODUCTION AND ACCEPTANCE.
2. INTELLECTUAL PROPERTY.
3. ACCESS TO THE WEBSITE AND THE SCOPIA SOLUTION; GRANT OF RIGHTS; RESTRICTIONS.
(A) ScopiaRx will endeavor to have the ScopiaRx Solution available 24 hours per day, 7 days per week. However, there may be instances when the Website is down, the ScopiaRx Solution is unavailable, or both, whether for routine maintenance, to correct technical difficulties, or for some other reasons within and beyond ScopiaRx’s control. Availability of the ScopiaRx Solution is subject to change at any time.
(B) If you subscribe to the ScopiaRx Solution, you are granted a non-exclusive, non-transferable, non-sublicenseable, revocable license to access and use the ScopiaRx Solution for informational purposes. In certain instances, we may permit you to download, print, transmit, distribute and/or create derivative works based upon the content, including ScopiaRx Reports. In such a case, you may download, print, transmit, distribute and/or create derivative works based upon (as applicable) such content, provided that you may not remove any copyright, confidentiality, proprietary rights notices, or authorship information contained on such content. If you are a professional healthcare service provider or a care-giver for the end user/patient for whom an account has been created, then you may transmit and/or distribute copies of such content in the course of providing professional healthcare services to the end user/patient. Without limiting the generality of the foregoing, the rights granted hereunder do not include the right to commercially exploit the downloaded or printed content, including ScopiaRx Reports.
4. SUBSCRIBER REGISTRATION.
(A) You must be a registered subscriber to access the ScopiaRx Solution and ScopiaRx Reports. During registration, you will create a Login ID and Password. The use of your subscription is personal to you or your organization, as applicable. Except as permitted herein, you may not resell, assign, distribute, or otherwise transfer your subscription, your Login ID and/or password information, and you may not use that account to generate ScopiaRx Reports for anyone other than the end user/patient for whom the account was created (as designed at the time the account was created) .
(B) You agree to provide true, accurate and complete registration information, and, if such information changes, you will promptly update the relevant registration information. You are responsible for safeguarding and maintaining the confidentiality of your Login ID and Password. You are solely responsible for the activity that occurs under your Login ID and Password, whether or not you have authorized the activity. You agree to contact us immediately if you become aware of any breach of security or unauthorized use of your login information.
(C) Each ScopiaRx Solution account is personal to the specific end user/patient designated in the registration and establishment of the account. That end user/patient may authorize health care providers, care-givers and/or family members to use the account for the benefit of the end user/patient, but under no circumstances may the account be used for other individuals.
5. PRICING AND FEES.
(A) The ScopiaRx Solution is a subscription-based service, though we reserve the right to implement other pricing models in the future. When you subscribe to the ScopiaRx Solution, you agree to pay all applicable fees including, without limitation, any applicable taxes that ScopiaRx does not collect. All currency references are in U.S. dollars. Unless otherwise agreed in writing, you must have a credit card to subscribe to the ScopiaRx Solution. Your credit card will be automatically charged for fees incurred under your subscription (e.g., subscription fees, flat fees, per-transaction fees). You acknowledge and agree that we are not required to send you any advance notice or confirmation that your credit card has been charged. If we are unable to charge a payment to your credit card or are otherwise unable to obtain payment for ScopiaRx Solution when due, then we reserve the right to immediately either suspend or terminate your access to the ScopiaRx Solution until we receive payment from you.
(B) Current fees for individual subscriptions will be posted on the Website, but special fee arrangements (e.g., enterprise fees) will not be posted. We reserve the right to modify our fees at any time for any reason upon notice to you, including, without limitation, through posting on the Website or notification by email. Any increase in subscription fees will be prospective only, beginning with the next subscription period. Notwithstanding the foregoing, from time to time we may add certain offerings or services for which we may charge additional fees. We will not charge you for such additional offerings or services, without first obtaining your prior consent. If you cancel your subscription package before the end of the current monthly term, your cancellation will take effect at the end of the current monthly term. If your credit card is invalid for any reason, your account will be cancelled immediately.
6. SUBSCRIPTION CANCELLATION.
You may cancel your subscription by providing written notice to us at email@example.com. All fees are prepaid in advance and are non-refundable. Notwithstanding the foregoing, you will be entitled to a pro-rata refund of fees paid for the remainder of the applicable subscription period if ScopiaRx no longer offers the ScopiaRx Solution or if ScopiaRx permanently deactivates the Website.
7. SCOPIARX RESERVATION OF RIGHTS.
8. YOUR REPRESENTATIONS, WARRANTIES, AND COVENANTS.
You represent, warrant, and covenant that (a) you are at least eighteen (18) years old and (b) you will comply with all applicable federal, state, and local laws including, without limitation, copyright law.
(A) GENERAL DISCLAIMER. THE SCOPIARX SOLUTION AND THE RELATED SERVICES AND CONTENT (INCLUDING ALL SCOPIARX REPORTS) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, SCOPIARX, AND ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, ANY PARENT COMPANIES, SUCCESSORS, AGENTS, AFFILIATES, SUBSIDIARIES, CONTENT PROVIDERS, SERVICE PROVIDERS, VENDORS, LICENSORS, MERCHANTS, RELATED COMPANIES, ADVISORY BOARDS, REPRESENTATIVES, AND SUPPLIERS (COLLECTIVELY THE “SCOPIARX ENTITIES”) DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING ANY:
(1) WARRANTIES THAT THE SCOPIARX SOLUTION AND THE RELATED SERVICES AND CONTENT WILL MEET YOUR REQUIREMENTS OR ACHIEVE CERTAIN RESULTS;
(2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, COMPLETENESS OF INFORMATIONAL CONTENT MADE AVAILABLE THROUGH THE SCOPIARX SOLUTION AND THE RELATED SERVICES; AND
(3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.
(B) Disclaimer Concerning Information from the FDA and Aftermarket Data from the FAERS. THE INFORMATION PROVIDED BY THE SCOPIARX SOLUTION AND IN SCOPIARX REPORTS IS NOT INTENDED AS A MEDICAL OR PHARMACEUTICAL RECOMMENDATION OR A RECOMMENDATION FOR TREATMENT OF ANY SPECIFIC ILLNESS OR CONDITION. RATHER, IT IS INTENDED AS HISTORICAL AND GENERAL INFORMATION ON DRUG SAFETY AND POTENTIAL SIDE EFFECTS, AND IS BASED ON PRODUCT LABELS AND AFTERMARKET DATA (ADVERSE EVENT REPORTING SYSTEM) THAT ARE FROM THE U.S. FOOD AND DRUG ADMINISTRATION (“FDA”) THAT IS PROVIDED THROUGH THE SCOPIARX SOLUTION AND IN SCOPIARX REPORTS FOR INFORMATIONAL PURPOSES ONLY. SCOPIARX, ITS SUBSIDIARIES AND AFFILIATES, DO NOT PRACTICE MEDICINE OR PHARMACY AND ARE NOT RENDERING SUCH PROFESSIONAL SERVICES WITH REGARD TO THE INFORMATION PROVIDED THROUGH THE SCOPIARX SOLUTION. SCOPIARX PROVIDES AFTERMARKET DATA FROM THE FAERS ON AN “AS-IS, WHERE-IS” BASIS, AND MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER CONCERNING SUCH DATA.
(C) ScopiaRx is Not Responsibility For Medical Diagnosis and Treatment. A QUALIFIED MEDICAL PROFESSIONAL SHOULD BE CONSULTED PRIOR TO TAKING ANY MEDICATION FOR THE FIRST TIME, AND PRIOR TO CHANGING HOW AND WHEN MEDICATIONS ARE TAKEN. THE INFORMATION PROVIDED BY THE SCOPIARX SOLUTION AND IN SCOPIARX REPORTS IS INTENDED TO BE AN EDUCATIONAL AID. THIS INFORMATION IS IN NO WAY DESIGNED OR INTENDED TO REPLACE PERSONAL CONSULTATION WITH A QUALIFIED PHYSICIAN, PHARMACIST, OR OTHER HEALTHCARE PROFESSIONAL. YOU ARE ADVISED THAT DECISIONS REGARDING THE DIAGNOSIS AND TREATMENT OF ANY MEDICAL CONDITION, INCLUDING DECISIONS REGARDING DRUG THERAPY, ARE COMPLEX MEDICAL DECISIONS REQUIRING THE INDEPENDENT AND INFORMED JUDGMENT OF YOUR APPROPRIATE HEALTHCARE PROFESSIONAL. ALL SPECIFIC QUESTIONS REGARDING THE TREATMENT AND CARE OF A MEDICAL CONDITION OR THE USE OF ANY PARTICULAR DRUG OR TREATMENT SHOULD BE POSED TO YOUR OWN PROFESSIONAL HEALTHCARE PROVIDER.
(D) ScopiaRx does Not Endorse Drugs, Diagnose Patients or Recommend Therapy or Treatment. THE SCOPIARX SOLUTION DOES NOT ENDORSE DRUGS, DIAGNOSE PATIENTS, OR RECOMMEND THERAPY OR TREATMENT. THE SCOPIARX SOLUTION IS AN INFORMATIONAL RESOURCE DESIGNED TO ASSIST LICENSED HEALTHCARE PRACTITIONERS IN CARING FOR THEIR PATIENTS AND PROVIDE CONSUMERS WITH DRUG SPECIFIC INFORMATION. HEALTHCARE PRACTITIONERS SHOULD USE THEIR PROFESSIONAL JUDGMENT IN USING THE INFORMATION PROVIDED. THE SCOPIARX SOLUTION IS NOT A SUBSTITUTE FOR THE CARE OR ADVICE PROVIDED BY LICENSED HEALTHCARE PRACTITIONERS AND CONSUMERS ARE URGED TO CONSULT WITH THEIR HEALTHCARE PRACTITIONER IN ALL INSTANCES. THE ABSENCE OF A WARNING FOR A GIVEN DRUG OR DRUG COMBINATION IN NO WAY SHOULD BE CONSTRUED TO INDICATE THAT THE DRUG OR DRUG COMBINATION IS SAFE, EFFECTIVE OR APPROPRIATE FOR ANY GIVEN PATIENT.
10. LIMITATION ON LIABILITY.
(A) UNDER NO CIRCUMSTANCES SHALL SCOPIARX OR THE SCOPIARX ENTITIES BE LIABLE TO THE END-USER/PATIENT OR TO ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF SCOPIARX AND/OR THE SCOPIARX ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SCOPIARX SOLUTION, THE WEBSITE OR ANY SCOPIARX REPORTS GENERATED THEREFROM. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SCOPIARX SOLUTION OR THE WEBSITE IS TO STOP USING THE SERVICES AND, IF APPLICABLE, CANCEL YOUR SUBSCRIPTION.
(C) In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.
You agree to indemnify and hold harmless ScopiaRx and the ScopiaRx Entities from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) brought by third-parties arising out of, related to, or that may arise in connection with any actual or alleged violation or breach of any of the representations, warranties, or covenants made by you herein, or in connection with your wrongful use or unauthorized access, use or disclosure of any ScopiaRx Report. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.
(C) We reserve the right in our sole discretion to delete any or all data files associated with your subscription upon cancellation or termination of your subscription.
13. DISPUTE RESOLUTION & MANDATORY ARBITRATION.
(B) If after 30 days the parties are unable to resolve any dispute raised under the previous provision, the dispute may be submitted to arbitration consistent with this Section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.
(C) We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS’ website (www.jamsadr.com) or by calling JAMS at 949-224-1810.
(D) We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.
(E) Exception to Arbitrate. Either of us may bring qualifying claims in small claims court. Further, as set forth below, we each agree that any arbitration will be solely between you and us, not as part of a classwide claim (i.e., not brought on behalf of or together with another individual’s claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn’t apply and the classwide dispute must be brought in court.
14. NO CLASS ACTIONS.
TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
15. NO TRIAL BY JURY.
TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
17. THIRD PARTY CONTENT AND LINKS.
(A) Third-party content may be provided through the ScopiaRx Solution. Such third-party content represents the opinions, judgments, and offerings of the third-party. We do not endorse, warrant, and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, statement, product, service, or other offering that may be made in such third-party content and expressly disclaim any and all representations and warranties, whether express or implied, with respect to the same.
Before ScopiaRx can accept your personal information and allow you to access the ScopiaRx Solution and generate ScopiaRx Reports, you should be aware of the following information and must affirmatively agree to the following:
(A) Your responses to all questions throughout registration process may be recorded and retained in ScopiaRx’s records for the purposes of making the ScopiaRx Solution available and generating ScopiaRx Reports.
(B) As part of the use of the ScopiaRx Solution, you will be required to create a log-in and password for future use, consisting of your unique username and a password specifically chosen by you. You must keep your password confidential as it can be used to access information that you may provide the ScopiaRx. You acknowledge and agree that it is your obligation to immediately advise ScopiaRx of any change in your electronic address (i.e., email address).
(C) You have read and agree with and accepted the verification and security procedures and privacy poli adopted by ScopiaRx.
(D) You acknowledge and agree that in the event that any person known to you (whether it be a family member, member of your household, health care provider or otherwise) misappropriates any of the security devices connected with your ScopiaRx login/account and that such misappropriation may not be detected by ScopiaRx, and that ScopiaRx shall have the right to treat all information provided through a ScopiaRx account as though it was provided by the account owner (unless ScopiaRx has actual knowledge of such misappropriation).
(E) You have read and understood the foregoing, and you agree to the ScopiaRx Terms & Conditions set forth above. For more information on ScopiaRx’s security & practices please e-mail: firstname.lastname@example.org