“Company Practice Area” means the subject area of practice for the professionals to whom the Services are directed, and which are comprised of Pharmaceutical Marketing Compliance.
“IP Content” means user-submitted content that is covered by intellectual property rights.
“IP License” means a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use and modify any IP content that you post on the Platform.
“LARA” means Lithero Artificial Review Assistant.
“MSA” means Master Services Agreement. The MSA governs the business relationship between you and Lithero. Each MSA is unique to the respective business relationship that it governs.
“Platform” means the consumer-facing service that Lithero clients use.
“Portal” means the access point on the Platform that Lithero clients use to upload their marketing materials.
“Services” means the marketing consulting services, in conjunction with LARA, that Lithero offers clients.
You are responsible for your use of the Lithero Platform, for any content you post to the Platform, and for any consequences thereof.
You may use the Platform only if you can form a binding contract with Lithero and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms and using the Platform on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Platform only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations.
You represent, warrant, and covenant that you are at least eighteen (18) years old, a valid User, and you are a member of a professional or business community in the Company’s Practice Area whose primary purpose is to perform professional analysis and you are working in a professional or business corporation, organization or other similar entity. Your rights as a user are subject to and conditioned upon (i) the validity of your IP License and (ii) a current and valid relationship with your IP Licensee. Upon the cessation of either condition (i.e., you change employers), your rights shall immediately terminate, and you must immediately cease using the Services.
The Services that Lithero provides are always evolving and the form and nature of the Services that Lithero provides may change from time to time without prior notice to you. In addition, Lithero may stop (permanently or temporarily) providing certain services (or any related features) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
Each time you use the Services, you shall be deemed to represent, warrant, and covenant to Lithero that: (i) you have all requisite regulatory and legal authority to enter into and be bound by the Terms; and (ii) your use of the Services complies with all applicable laws, rules, and regulations.
Your Intellectual Property
You own all of the content and information you post on the Platform (“IP Content”). In addition, when you delete IP Content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies for a reasonable period of time (but will not be available to others).
Ownership of IP Content that you upload through your organization’s Portal will still be owned, as outlined above, by your organization– you may edit it, delete it, and share it accordingly. However, once you leave that organization’s Portal, such as in the case of your termination or resignation from a company, ownership of your IP Content is transferred to the entity that operates that particular Portal. The idea here is that any contribution you make to an organization’s Portal through Lithero for the good of a company or an organization, the IP Content stays with that entity. Users who remain on the organization’s Portal may still access any IP Content you had posted to the Portal prior to your departure, and the organization’s Portal administrator may control the disposition of that IP Content.
You shall comply with any other applicable terms and conditions of use set forth in connection with the Services, including, but not limited to, as applicable to you, a customer agreement, a trial or beta license agreement, invoices, or any other purchase or license document.
All services conducted by Lithero or through our Platform will be during the scope of the business relationship between Lithero and your company. The scope of the business relationship is defined in the MSA between Lithero and the Company. The term of the business relationship is one year shall automatically renew every year unless terminated.
Lithero’s Intellectual Property
The Platform and related Services are proprietary and are protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. The Services are also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual content, features, and functionality, including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof, are owned by Lithero and its licensors, and are protected by United States and international copyright, patent, trademark, trade secret, and other intellectual property or proprietary rights laws. You agree to abide by all applicable copyright and other laws, as well as any additional copyright restrictions displayed in connection with the Services.
These Terms permit you to use Lithero only for your company’s use. The Platform allows you to upload or download any content posted to an organization’s Portal. Having access to an organization’s Portal means you agree to download such content for your own personal or professional use and that you will not distribute the content to those not authorized to see it on the organization’s Portal.
No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by Lithero. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
Trademarks: The Lithero name, the name “LARA,” the Lithero logo as well as all related names, logos, product and service names, designs and slogans are trademarks of Lithero, LLC. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.
Copyrights: We respect the intellectual property rights of others and expect our users to do the same. It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.
In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), the text of which may be found on the U.S. Copyright Office Website at http://www.copyright.gov/legislation/dmca.pdf, we will respond expeditiously to claims of copyright infringement committed using Lithero that are reported to us via email to email@example.com
If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through Lithero by completing the following DMCA Notice of Alleged Infringement and delivering it to us via the email address provided above. Upon receipt of the Notice as described below, we will take whatever action we deem appropriate, in our sole discretion, including removal of the challenged material from the Platform. Notice under the DMCA:
- Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.
- Identify (i) the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Website where such material may be found, and (ii) the reference or link, to the material or activity that you claim to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate that reference or link, including at a minimum, if applicable, the URL of the link shown on the Website where such reference or link may be found.
- Provide your mailing address, telephone number, and email address.
- Include both of the following statements in the body of the Notice:
- “I hereby state that I have a good faith belief that the disputed use of the copyrighted material or reference or link to such material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
- “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
- Provide your full legal name and your electronic or physical signature.
Fees and Charges
Use of the Services is subject to timely payment, by User or Licensee, for all fees required under the applicable MSA. Additionally, each User shall be responsible for and shall pay to the Company any applicable fees and/or levies imposed or charged in connection with fee-liable Content or services accessed through the Services at your request where you are informed of such fees in advance.
Third Party Plugins
Release of Liability for Content Posted to Lithero
All materials and submitted content to Lithero, for review, is the sole responsibility of the organization that submitted the materials. Likewise, we make no representation or warranty as to the accuracy, completeness, or authenticity of the information contained in any such content posted on, transmitted through, and available through the Platform. You bear all risks associated with, the use and/or reliance upon any content, and/or the representations made therein, and under no circumstances will we be liable in any way for any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, or otherwise made available via Lithero.
Further, you acknowledge that you are responsible for the final work product and you acknowledge that you must review the work product after Lithero returns it to you.
Registration and Account Security
If you access the Platform and Services using a unique username and password, you agree as follows: As part of the registration process, which will be necessary to obtain access to the Platform and Services, certain registration information will be provided to Lithero. You represent that your registration information is accurate and truthful. You shall promptly inform Lithero, of any updates to your registration information in order to keep it true, accurate, and up to date. Each registration is for a single user only. Lithero reserves the right to deny creation of your account based on Lithero’s inability to verify the authenticity of your registration information.
You shall gain access to the Services through a unique username and password (your unique username and password (the “User ID”)), which may be used by you to gain access to the Services only for so long as you are authorized to access and use the Services in accordance with the Terms. You agree to treat the User ID as confidential and not to disclose such User ID, either directly or indirectly, to any person. You shall not use a User ID that Lithero, in its sole discretion, deems offensive or inappropriate. You are fully responsible for all usage and activity of the Services through you, including, but not limited to, any use of the User ID. Only you may access the Services through the User ID and access may not be shared with any other person or used in any manner that is inconsistent with the Terms. You agree to maintain only one account with the Services at any time and certify that you currently have no other account(s) with the Services. You agree to securely log-out when not using the Services, to not leave unattended any devices which are logged in to the Services, and to generally restrict access relating to and maintain the security of your account.
We care about the security of our users. While we work to protect the security of your content and account, Lithero cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account, including but not limited to the User ID, or any known or suspected breach of security, including but not limited to, loss, theft, or unauthorized disclosure of a User ID. The Company shall not be liable to you or any third person or entity for any loss or damage arising from your failure to comply with these requirements. If a device on which the Services is accessed is sold or transferred to another party, you agree to delete all cookies and software files obtained by or through use of the Services that are stored on such device. Notwithstanding anything else herein, Lithero reserves the right to pursue any and all claims against you and any person or entity using your User ID.
Monitoring and Enforcing
Lithero reserves the right to audit and monitor (physically or electronically) the use of the Services to ensure compliance with the Terms and to maintain and improve the provision of the Services. Notwithstanding anything to the contrary, Lithero shall have the right to use and disclose information obtained from or input by you as part of any legal process or proceeding or as required by law. Including, but not limited to:
- Remove or refuse to review or edit any user content for any or no reason in our sole discretion.
- Take any action with respect to any user content that we deem necessary or appropriate in our sole discretion, including if we believe that such user content violates these Terms or could create liability for Lithero.
- Disclose your identity or other information about you if notice is given pursuant to the copyright provision in these Terms to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of Lithero.
- Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through Lithero. YOU WAIVE AND HOLD HARMLESS LITHERO AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY LITHERO/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER LITHERO OR LAW ENFORCEMENT AUTHORITIES. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
You may terminate the Terms immediately upon written notice to the Company if you also discontinue your access to and use of the Services. For the avoidance of doubt, any such termination shall not terminate, or terminate any of your or your employer’s obligations under the MSA. Notwithstanding anything to the contrary in the Terms, the Company reserves the right to terminate the Terms, or suspend or terminate your access to and use of the Services, or any portion thereof, in its sole discretion, at any time without notice and effective immediately. The Terms and your access to the Services will terminate immediately without notice from the Company if you, in the Company’s sole discretion, fail to comply with any provision of the Terms. The Company shall not be liable to you or any third party for the termination or suspension of the Services, or any claims related to the termination or suspension of the Services. Upon termination of the Terms for any reason whatsoever, you shall discontinue your access to and cease all use of the Services.
Limitation of Liabilities and Disclaimer of Warranties
LITHERO SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, TITLE AND NONINFRINGEMENT. IN ADDITION, WHILE LITHERO ATTEMPTS TO PROVIDE A GOOD USER EXPERIENCE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL ALWAYS BE SECURE OR ERROR-FREE OR THAT THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS. LITHERO DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICES, AND ANY LITHERO CONTENT. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND ANY HOSTING, ATTENDANCE AND/OR PARTICIPATION AT ANY HOSTED EVENT. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST LITHERO FOR DISSATISFACTION WITH THE SERVICES OR ANY LITHERO CONTENT IS TO STOP USING THE SERVICES OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF LITHERO IN THE AGGREGATE FOR ANY CLAIMS UNDER THESE TERMS OR RELATED TO THE SERVICES IN ANY WAY IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES.
You agree to defend, indemnify and hold Lithero, its affiliates, licensees, and service providers harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on Lithero or those conducted on your behalf): (i) your content or your access to or use of Lithero; (ii) your breach or alleged breach of these Terms; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Lithero in the defense of any claim. Lithero reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Lithero.
Lithero shall use commercially reasonable efforts to keep confidential the information you enter into the Platform, provided that this obligation shall not apply to any information that: (i) becomes generally known or available to the public or is disclosed without restriction in published materials or is disclosed, not due to a breach of any confidentiality obligations upon Lithero; (ii) is known to Lithero at the time of disclosure by you; (vi) you instruct Lithero to disclose; or (iii) Lithero is legally required to disclose.
We may revise and update these Terms from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Platform and Services thereafter. However, any changes to the dispute resolution provisions set forth below will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Platform.
If Lithero has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless you and Lithero agree otherwise, the arbitration will be conducted in the county where Lithero resides. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND LITHERO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Governing Law. These Terms shall be governed by the laws of the State of
Delaware, without respect to its conflict of laws principles.
Entire Agreement. These Terms constitute the entire agreement between you and Lithero and governs your use of Lithero, superseding any prior agreements between you and Lithero.
Assignment. You will not assign the Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Lithero. Any purported assignment or delegation by you without the appropriate prior written consent of Lithero will be null and void. Lithero may assign these Terms or any rights hereunder without your consent.
Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms remain in full force and effect.
Amendment. Neither the course of conduct between the parties nor trade practice will act to modify the Terms. These Terms do not confer any third- party beneficiary rights.
Waiver. No waiver by Lithero of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Lithero to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
Email Address: firstname.lastname@example.org
3401 Market Street, Suite 200
Philadelphia, PA 19104
Current as of March 5, 2019