Terms and Conditions
Last Revision: June 15, 2018
Proactive Worldwide, Inc. (the “Company”), provides competitive and market intelligence services including, among other things, the analytical pharmaceutical forecasting tool called MedForecast (the “Software”).
To access and use the Software, you (the “User”) must agree to, and follow, the terms and conditions set forth in these Terms and Conditions of Use (“Terms”). By registering an account through the Company’s website via the address MedForecastPro.com (the “Website”) or using Software, you are agreeing to these Terms.
The Company reserves the right, at its sole discretion, to change, modify, add, and delete portions of the Terms at any time without notice to the User. Changes to the Terms will be posted to the Website, and the date posted at the top of this page will reflect the date the Terms were most recently revised. It is the User’s responsibility to check the Website regularly to determine if changes have been made to the Terms and to review such changes.
Before clicking “I accept,” please read the Terms carefully as they contain important information regarding your legal rights, remedies, and obligations.
The Company requires payment in full for each annual Software subscription consistent with the subscription plan selected by the User at the time of registration. A license will issue to the User at the time the first monthly installment payment is made and will remain in force so long as the User continues to make on-time payments for the User’s subscription. If the User fails to make its monthly installment payments on time, then the Company reserves the right to discontinue the User’s access to the Website. In such event, the User shall still remain responsible for payment of the full annual subscription amount. Prices may vary according to the package selected. Prices listed on the Website may not include applicable taxes. Software subscriptions shall annually renew unless terminated by the User by providing sixty (60) days’ written notice to the Company.
III. INTELLECTUAL PROPERTY MATTERS
A. Ownership of Content. The Website and Software contains, or may in the future contain, copyrighted material, trademarks, other proprietary information, including, without limitation, text, software, photographs, graphics, video, music, and sound (collectively, the “Content”). This Content is protected by copyright law, trademark law, and other intellectual property rights. The Company owns the intellectual property rights in the selection, coordination, arrangement, and enhancement of the Content, as well as in all Content that is original to the Company or has been assigned to the Company. The User may not reproduce, distribute, display, modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit, any of the Content, in whole or in part, except as provided in these Terms or as approved in advance in writing by the Company. Users who have not obtained valid Licenses (as described below) are not authorized to use the Software.
B. User’s License. As long as the User meets all applicable payment obligations and complies with the Terms, as amended from time to time, the Company is pleased to grant the User a nonexclusive limited license to use the Software. The User may not either directly or through the use of any device, software, internet site, web-based service, or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content, including geo-filtering mechanisms. The User may not either directly or through the use of any device, software, internet site, web-based service, or other means copy, download, stream capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, transmit, or retransmit the Content unless expressly permitted by the Company in writing. You may not incorporate the Content into, or steam or retransmit the Content via, any hardware or software application or make it available via frames or in-line links unless expressly permitted by the Company in writing. Furthermore, you may not create, recreate, distribute, or advertise an index of any significant portion of the Content unless authorized by the Company. You may not build a business utilizing the Content, whether or not for profit.
IV. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNITY
THOUGH THE COMPANY DOES ITS BEST TO PROVIDE THE OPTIMAL PERFORMANCE OF THE SOFTWARE, YOU AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR OWN RISK. THE COMPANY, INCLUDING THE COMPANY’S WEBSITE AND OTHER PROPERTIES, THE SOFTWARE, THE CONTENT, USER MATERIAL, AND ANY OTHER MATERIALS CONTAINED ON OR PROVIDED THROUGH THE WEBSITE OR THE SOFTWARE, ARE PROVIDED “AS IS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY OR NONINFRINGEMENT; OR THAT ACCESS TO THE SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE.
IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUPPLIERS (INCLUDING DISTRIBUTORS AND CONTENT LICENSORS) (COLLECTIVELY, THE “COMPANY PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INLCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SOFTWARE (INCLUDING ANY INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN, OBTAINED ON, OR PROVIDED THROUGH THE WEBSITE), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY, IF ANY, FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO USE OF THE COMPANY’S SERVICES OR $50.00 (WHICHEVER IS LESS).
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO (1) YOUR BREACH OR ALLEGED BREACH OF THESE TERMS OR YOUR USE OF THE SOFTWARE (INCLUDING YOUR USE OF THE CONTENT) OR (2) CLAIMS BY THIRD PARTIES AGAINST THE COMPANY ARISING OUT OF OR IN ANY WAY RELATED TO THE SOFTWARE. THE COMPANY RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.
V. MISCELLANEOUS PROVISIONS
The Company is not responsible for the content or practices of any website or destination other than the Website, even if it links to the Website and even if the website or destination is operated by a company affiliated or otherwise connected with the Company. By using the Software, you acknowledge and agree that the Company is not responsible or liable to you for any content or other materials hosted and served from any website or destination other than the Website.
The Company takes no responsibility for advertisements or any third-party material Posted on the Website or affiliated properties, nor does the Company take any responsibility for the products or services provided by the advertisers. Any dealings you have with advertisers found while using the Software or Website are between you and the advertiser, and you agree that the Company is not liable for any loss or claim that you may have against an advertiser.
B. Suspension/Discontinuation/Account Termination. The Company hopes not to, but it may, change, suspend, or discontinue – temporarily or permanently – some of all of the Software, with respect to any or all users, at any time without notice. You acknowledge that the Company may do so in the Company’s sole discretion. You also agree that the Company will not be liable to you for any modification, suspension, or discontinuance of the Software.
The Company reserves the right to immediately terminate or restrict your account or your use of the Software or access to Content at any time, without notice or liability, if the Company determines in its sole discretion that you have breached these Terms, violated any law, rule, or regulation, or engaged in other inappropriate conduct, or for any other business reason. The Company also reserves the right to terminate your account or your use of the Software or access to Content if such use places an undue burden on the Company’s networks or services. The Company’s preference would be to avoid such termination; therefore, the Company may use technology to limit activities, such as the number of calls to the Company’s servers, and you agree to respect these limitations and not take any steps to circumvent, avoid, or bypass them.
C. Claims of Copyright Infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to the Company’s registered agent.
D. Force Majeure. The Company shall not be responsible for failure to perform any obligations under any agreement which failure is caused by an event that cannot be controlled by the Company, including, without limitation, an act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, or any similar unforeseen event.
E. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflicts of law provisions. You agree that any cause of action you may have with respect to the Company’s Services or the Website must be filed in the federal or state courts located in Cook County, Illinois, and you waive any objection based on forum non-conveniens. As a condition of using the Software and the Website, you agree that all causes of action arising out of or connected with the Software or the Website shall be resolved individually, without resort to any form of class action.
F. Severability and Enforcement. Wherever possible, each provision of the Terms shall be interpreted so that it will be legally effective and enforceable. If the applicable law prohibits or invalidates any provision of the Terms, such provisions shall be rendered ineffective and severable from the remainder of the Terms without affecting or impairing such remainder’s validity.
G. Certain Terms. All references to the plural shall include the singular, all references to the singular shall include the plural, and all pronouns shall include any other appropriate pronoun wherever the text and context so require.
H. Non-Exercise Not a Waiver. Unless otherwise expressly provided by these Terms, the delay or the failure of the Company to exercise any right under these Terms shall not affect the Company’s rights nor shall it constitute an assent to a subsequent breach.
I. Consents Limited. If any action by the User or the Company shall require the consent or approval of the other party, the other party’s consent to or approval of such action on any one occasion shall not be deemed a consent to or approval of said action on any subsequent occasion or a consent to or approval of any other action on the same or any subsequent occasion.
J. Entire Agreement. These terms constitute the entire agreement between the parties with respect to the subject matter contained herein. No provision of these Terms shall be construed as creating a partnership, joint venture, or agency relationship, or granting a franchise between the Company and the User or anyone else.
K. Attorney’s Fees. If any legal proceeding or other action relating to this Agreement is brought or otherwise initiated, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs in addition to any other relief which the prevailing party may be entitled.