Please read the following Terms of Use (the “Terms of use”) carefully.
These Terms of Use govern your access to and use of our websites that include but are not limited to https://clinithink.com and https://exchange.clinithink.com (collectively, our “Websites”), any associated Content (as defined below), and the services, features, functionality, and offers made available through the Websites and any associated Content.
In these Terms of Use, “you” and “your” refer to (a) you, the individual accessing Websites, (b) any electronic agent accessing the Websites on behalf of an individual or business entity, and (c) the business entity on whose behalf an individual or electronic agent is accessing the Websites; and “Company”, “Clinithink,” “we”, “us” or “our” refers to Clinithink Limited and all of its respective members, affiliates, subsidiaries, directors, officers and employees.
These Terms of Use, as they may be amended from time to time as provided herein, constitute a binding contract between you and Clinithink. By accessing, browsing, downloading, registering on, or in any way using any of the Websites, you acknowledge that you have read and understand the Terms of Use and that you accept and agree to be bound by them in full. If you do not agree to the Terms of Use, do not use any portion of the Websites.
If you are accepting and agreeing to the Terms of Use on behalf of your employer, you represent and warrant to us that you are authorized to accept the Terms of Use on your employer’s behalf, and these Terms of Use are binding on your employer.
Titles and headings are provided for general reference and ease of use only, since information may be covered in more than one heading or under other headings.
If you have any questions about these Terms of Use, please email us at terms@clinithink.com.
We authorize you, subject to these Terms of Use, to view the Websites and their contents, including all of the text, images, photographs, illustrations, graphics, audio clips, and video clips, and other materials posted on the Websites, all pages and screens, and all related metadata (collectively, the “Content”). For the avoidance of doubt, any of your content on Clinithink Exchange (as defined below), shall not be considered Content for the purposes of these Terms of Use.
We grant you a personal, non-exclusive, revocable and non-transferable limited license to access and use the Service for evaluation use only, subject to these Terms of Use. For the avoidance of doubt, you will have no right to grant sub-licenses to the Services. All rights not expressly granted to you under these Terms of Use are reserved by the Company.
If you use https://exchange.clinithink.com (“Clinithink Exchange”), we authorize you to access Content provided by Clinithink and Content provided by others through Clinithink Exchange, where you are granted access to do so. We also authorize you to submit your content on Clinithink Exchange, subject to these Terms of Use. Your content shall remain yours, and you may grant access to your content to others, subject to these Terms of Use.
You shall not under any circumstances, except with prior written consent from Clinithink: (i) use information from the Websites to build a product for resale or for access by a third party in competition with the Company, the Service and/or Clinithink Exchange; or (ii) provide access to or information from the Websites to a third party that is in competition with Clinithink.
The use of CLiX NOTES should be conducted in a manner that does not exceed reasonable request volumes or constitutes excessive or abusive usage.
You are not permitted to:
The Websites are not intended for use by minors under the age of 18.
We may update these Terms of Use at any time by posting the revised version of these Terms of Use on our Websites. These changes will be effective as of the date we post the revised version on the Websites. Your use of these Websites following any such change constitutes your agreement to be bound by the revised Terms of Use. Unless otherwise indicated, any new Content added to these Websites will also be subject to these Terms of Use effective upon the date of any such addition, including, unless stated otherwise, any new features that augment or enhance the current Websites. You are encouraged to review these Terms of Use periodically for updates and changes. We will notify all users registered with the Websites of changes to these Terms of Use by posting the most current version on our Websites.
Except as required during the creation of your account on the Websites, your right to use the Service does not include the right to provide or process any NL Medical Data that includes any personal information, including any individually identifiable or protected health information or other information which could, alone or in combination with other information, permit us or any third party to identify any specific person (“Protected Health Information”). You agree that you will remove all Protected Health Information from the NL Medical Data or any other data that you submit to the Websites in connection with your use of the Service such that no Protected Health Information will be added to or stored on our Websites at any time.
Paid versions of the Content and the Service are offered on a subscription basis. In addition, from time to time, we may offer other products or services through the Websites or by email to you. Such products and services may be subject to terms and conditions different from or in addition to these Terms of Use. You will pay the subscription price and the prices for any additional products or services you choose to buy under terms and conditions determined by Clinithink.
In using these Websites, you may not:
We reserve the right to take whatever lawful actions we may deem appropriate in response to actual or suspected violations of the foregoing, including, and without limitation, the suspension or termination of your access to any of the Websites and/or your account with any of the Websites. We may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, we reserve the right at all times to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at our sole discretion.
All of the trademarks, characters, and service marks, and the other source identifying names, graphics, and logos used or displayed on our Websites (collectively, the “Marks”), are registered or unregistered trademarks of the Company, its affiliates, or other third parties, all of whom reserve all rights in their Marks. The domain names for our Websites, all page headers, custom graphics, and button icons are Marks and/or trade dress of the Company. Nothing on the Websites may be construed as granting any license or right to use any of the Marks without the prior express written permission of the Company or the owner of the Mark. You may not use any Mark without the prior written approval of the Company or the owner of the Mark.
Our Websites, including the software and code that comprise and operate the Websites, the software that can be downloaded from our Websites and the “look and feel” of the Websites, and all of the Content, the Service and Clinithink Exchange are protected under U.S. and international copyright and other intellectual property laws and treaties. All rights in these Websites, including the Content and the Service, and all worldwide copyrights, are owned by us, with the exception of your content and other third party content in Clinithink Exchange, our affiliates, licensors, and other third parties, each of whom reserves all of their rights.
As provided in these Terms of Use, you may view the Content displayed on the Websites and use the Service for your own internal, non-commercial use, provided that (a) you do not remove or modify any copyright, trademark, or other proprietary notices or any disclosures; (b) you agree to any terms, conditions, and notices accompanying the Websites; and (c) you comply with all copyright and other intellectual property laws. This limited, revocable, non-transferable privilege to use the Content and the Service in no way constitutes a transfer of any right, title, or interest in the Content you view or the output of the Service. You may not under any circumstances (i) modify the Content or use or exploit it or the output of the Service for any commercial purpose without the prior written consent of Clinithink; (ii) decompile, reverse engineer, or disassemble any part of the Websites, including its Content; or (iii) upload, post, or use any NL Medical Data or other Content on any other website or otherwise as prohibited by these Terms of Use, or use it in a time-sharing or service bureau environment.
No part of the Websites, including the Content and the output of the Service, may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, displayed, or performed publicly, modified, or used to create derivative works, or exploited or used in any manner or form except as expressly provided above (or as expressly specified on the Websites) without first obtaining our written permission.
By visiting the Websites, using the Service, or sending us email, you are communicating with us electronically. By communicating with us electronically, you agree that:
We welcome your comments and feedback regarding the Websites and our products, services, and opportunities, including your ideas for new products, services, and opportunities (your “Feedback”). All such Feedback will be considered non-confidential and non-proprietary. By submitting Feedback, you assign to us, free of charge, all of your right, title, and interest in all copyrights and other intellectual property rights in your Feedback and all related know-how.
If you choose to send us your Feedback, through the Websites or otherwise, you agree that:
You also represent and warrant that all Feedback contains only your original ideas and that you have all the rights necessary for you to grant us rights to the Feedback as described above.
We do not endorse, control, or claim ownership over any NL Medical Data, your content on Clinithink Exchange, Content or materials that you or others post or provide us through the Websites. By posting or otherwise providing any such NL Medical Data, Content or materials, you agree to grant us an irrevocable, perpetual, royalty-free license to:
In addition, by posting or otherwise providing any of your content on Clinithink Exchange, you agree to grant all other users of Clinithink Exchange an irrevocable, perpetual, royalty-free license to such content.
You represent and warrant to us that you have all the rights necessary for you to submit your content on Clinithink Exchange and grant the rights and licenses set forth above, and that the use and publication of the Content and your content on Clinithink Exchange does not violate or infringe the rights of any third party, breach any law, or violate these Terms of Use.
We may remove or disable access to any Content, your content on Clinithink Exchange, or materials that you or others post or otherwise provide to the Websites at any time without notice. If you believe that any Content or materials on the Websites violate your copyright rights, you may file a copyright infringement notification in accordance with Section 512(c)(3) of the United States Copyright Act by providing the following information:
The copyright infringement notification containing this information should be sent to our designated agent at copyright@clinithink.com. Please note that under Section 512(f) of the United States Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be liable for damages resulting from the misrepresentation.
The Websites may contain:
These references, links, and descriptions are provided solely for your convenience. By including these references, we do not endorse these parties, their content, or any products and services they offer. These parties are not under our control and we are not responsible for them, or the operation and availability of their websites. You are responsible for knowing when you are leaving our Websites to visit a third party website, and for reading and understanding the Terms of Use and Privacy Policy statements applicable to each such third party website.
If you choose to deal with third parties, you agree that you have a direct relationship with them and are solely responsible for any such dealings. If you have concerns with any third party website, please address them with the administrator of that website.
In order to utilize certain Websites or parts of Websites, you may need to set up an account (including establishing a username and password). Certain other features of the Websites may require you to enter your email address. Such features are only available to persons who are 18 years of age or older. If you are under 18 years of age, please do not register with the Websites and do not provide any information, including your email address, to us.
You are entirely responsible for maintaining the confidentiality of your account information, including your username and password, and for any and all activity that occurs on the Websites under your account or username.
When creating an account with us, you agree that you will:
We will not be liable for any loss that you may incur as a result of a third party using your password or account, either with or without your knowledge, or from your failure to comply with the obligations set forth in these Terms of Use. You may be held liable for losses incurred by the Company or another party due to a third party using your account or password.
We reserve the right to suspend or terminate your account in the event that you breach any of these Terms of Use, or for any other reason at our discretion
We take reasonable measures to safeguard any personal and account information you communicate with us electronically. However, we do not guarantee that such information will not be intercepted by a third party during transmission over any public networks or otherwise. You bear the risk of communicating with us electronically and we are not responsible for any resulting loss or damage.
Company’s privacy policy (the “Privacy Policy”) applies to your use of the Websites, and its terms are made a part of these Terms of Use by this reference. To view Company’s Privacy Policy, please seehere. We encourage you to read and become familiar with our privacy practices, as described in the Privacy Policy.
YOU ACKNOWLEDGE AND AGREE THAT THE CONTENT, MATERIALS, AND SERVICES PROVIDED ON OR AVAILABLE THROUGH THE WEBSITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE CONTENT, MATERIALS, OR SERVICES AND ANY THIRD PARTY CONTENT OR SERVICES ACCESSED THEREBY ARE AT YOUR SOLE RISK AND DISCRETION. THE COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS, AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND GUARANTIES REGARDING THE CONTENT, MATERIALS, AND SERVICES AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, THE COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS, AND LICENSORS MAKE NO WARRANTY THAT (I) THE CONTENT, SERVICES, OUTPUT FROM THE SERVICES, OR THIRD PARTY CONTENT OR SERVICES WILL BE AVAILABLE, TIMELY, CURRENT, ACCURATE, RELIABLE, COMPLETE, SECURE, OR ERROR-FREE; (II) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE WEBSITES WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (III) ANY ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR FROM THE WEBSITES SHALL CREATE ANY REPRESENTATION, WARRANTY, OR GUARANTY.
Without limitation of the foregoing, you acknowledge and agree that the Content is not medical advice and is not intended to be used for medical diagnosis or treatment. Your reliance upon the contents, the services, or the output from the services available through the Websites will be at your own risk.We are not liable for errors in treatment or any use of the Content, the Services, or the output from the Services for medical diagnosis or treatment purposes (including as a result of typographical or other errors in any of the foregoing). Our processing of NL Medical Data that includes reference to a particular test, procedure, or product does not mean that we endorse or recommend the test, procedure, or product.
NEITHER WE, OUR AFFILIATES NOR ANY OF OUR AFFILIATES’ RESPECTIVE LICENSORS OR SUPPLIERS WILL BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR OTHER DAMAGES ARISING OUT OF YOUR USE OR INABILITY TO USE THE WEBSITES OR ANY SERVICES OR INFORMATION AVAILABLE THROUGH THEM INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, LOSS OF PROFITS, OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR ASSOCIATED WITH OUR WEBSITES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE LESSER OF $10.00 OR THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OUR WEBSITES.
YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW THAT PRECLUDE OR LIMIT THE EXCLUSION AND DISCLAIMERS ABOVE.
We are not to be deemed in breach of the Terms of Use due to any event or circumstance beyond our reasonable control, including, without limitation, war, invasion, failures of any public networks, electrical shortages, terrorist attacks, earthquakes, and other acts of God. We are not responsible for any loss, delay, or damage due to such events or circumstances.
Any legal action brought by you that arises out of or relates to these Terms of Use or your access to and use of the Websites must be commenced within one year after the cause of action arises. All such claims not brought within one year after the cause of action arises shall be permanently barred.
You agree to defend, indemnify, and hold us harmless from and against any and all claims, losses, liabilities, costs, and expenses (including attorneys’ fees) arising from your use or misuse of the Websites, violation of the Terms of Use, or violation of any third party rights. You agree to waive any and all laws that may limit the efficacy of any releases contained in the Terms of Use.
Neither the Terms of Use, nor any Content, materials, features, or services of the Websites create any partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way.
Without limiting any other rights and remedies available to us, we reserve the right, in our sole discretion and without prior notice, to end your access to the Websites and/or block your future access to the Websites for any reason. You agree that any violation, or threatened violation, by you of the Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are cumulative and in addition to any other remedies we may have at law or in equity..
You agree that all matters relating to your access to or use of the Websites, including all disputes, will be governed by the laws of the United States and by the laws of the State of Georgia, without regard to its conflicts of laws rules. You agree to the personal jurisdiction by and venue in the state and federal courts of the State of Georgia. You also waive any objections to such jurisdiction or venue.
Our failure at any time to require performance of any provision of the Terms of Use or to exercise any right provided for herein shall not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by us of any breach of any provision of the Terms of Use or of any right provided for herein shall be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under the Terms of Use.
All parts of the Terms of Use apply to the maximum extent permitted by law. We both agree that if we cannot enforce a part of the Terms of Use as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce to the extent permitted by law. The invalidity of part of the Terms of Use will not affect the validity and enforceability of the remaining provisions.