These Terms of Use include a mandatory Arbitration Agreement and a Class Action Waiver. Details, including information on your options to opt out of such, are set forth in Section 15 (Dispute Resolution).
Topia Pharma Intelligence (“we”, “us” or “our”) is an innovative developer of health and wellness technologies. We operate this website, where you can learn more about our products and offerings and browse guidance on how to use our products in general (“Site”). We will refer to our Site as our “Services” in these Terms of Service (“Terms”). These Terms contain important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to your use of our Services.
Topia Pharma Intelligence provides proprietary analysis tools and related research resources Topia Pharma Intelligence does not provide any health care services, medical advice, or medical treatment and its Services are not for use in any diagnostic, treatment or therapeutic applications.
Please read these Terms carefully. By accessing our Services, you accept and are bound by these Terms. We may modify the Terms from time to time. All changes will be posted, and the effective date will be noted at the top of these Terms. Therefore, you should review it periodically so that you are up to date on our most current Terms.
You must have compatible computing and/or mobile devices, access to the Internet, and certain necessary software in order to use the Services. Internet connection and any associated charges are your sole responsibilities.
We reserve the right to suspend and/or terminate your account if you misuse our Services, or if you violate the Terms including, without limitation, engaging in any of the following prohibited activities:
Using the Services other than as permitted by applicable law;
use, upload, or disclose individually identifiable protected health information (as defined
under applicable law) to or through our Services.
Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or
entity;
Give access to your account to any person other than yourself;
share data that you have obtained as a result of your access with any party not authorized or
intended to be the recipient of such data as contemplated in these Terms;
Attempt to interfere with or disrupt our servers or networks;
Copy, modify, translate, adapt, or otherwise create derivative works or improvements;
Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access
to the source code;
Remove, disable, circumvent, or otherwise create or implement any workaround to any copy
protection, rights management, or security features;
Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other
intellectual property or proprietary rights notices, including any copy thereof;
Use for the implicit or explicit purpose of promoting or involving:
The violation of any applicable law, regulation, or code of ethics or professional conduct;
Fraud, deception, or impersonation;
to upload, post, email or otherwise transmit any content that you do not have a right to
transmit under any law or under contractual or fiduciary relationships (such as inside
information, proprietary and confidential information learned or disclosed as part of employment
relationships or under nondisclosure agreements); or
any other activity that Topia Pharma Intelligence may deem, in its sole discretion, to be
unacceptable.
You are solely responsible for any claims arising from inappropriate use of the Services, your breach of the Terms, or the violation of any laws or regulations. You agree to hold Services harmless from all such claims.
Certain features or services offered on or through our Services may require you to provide login credentials. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of you failing to keep this information secure and confidential. You agree to notify Topia Pharma Intelligence immediately of any unauthorized use of your account or password, or any other breach of security and understand you remain responsible, and may be held liable, for any activity on your account resulting from your failure to keep your account information secure and confidential.
Topia Pharma Intelligence reserves the right to modify or discontinue its Services (or any portion thereof), temporarily or permanently, with or without notice to you, and is not obligated to support or update the Services. Topia Pharma Intelligence shall not be liable to you or any third party in the event that we exercise our right to change, suspend, or discontinue all or any aspect of the Services at any time without notice.
We will only use your personal information as set out in our Privacy Notice.
Your right to use any of our Services under these Terms expires upon the earlier of termination or suspension by Topia Pharma Intelligenceience, with or without cause, including, for example, if you violate these Terms. Upon termination of your authorization to use the applicable Services, you expressly agree to immediately cease use of the Services. Subject to applicable law, Topia Pharma Intelligence Sciences reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Services pursuant to its internal record retention and/or content destruction policies. After such termination, Topia Pharma Intelligence will have no further obligation to provide the Services.
Use of the Services may not be legal by certain persons or in certain countries. If you access the Services, you do so on your own initiative and are responsible for compliance with local laws. Use of our Services is void where prohibited.
You acknowledge that the Services are provided under license, and not sold, to you. Except the limited license rights provided herein, the Services, including all tangible and intangible rights therein, is and shall remain the sole property of us. Such proprietary rights belonging exclusively to Topia Pharma Intelligence include but are not limited to all now known or hereafter known tangible and intangible rights, title, interest, copyrights (including, as applicable moral rights), trade secret rights, all rights in the underlying technology (whether or not patented or patentable) and all other related rights in and to the Services, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information. The Services are protected by all applicable intellectual property laws and international treaties.
Topia Pharma Intelligence, the Services’ logos, and other product and service names of Topia Life Sciences are trademarks of Topia Pharma Intelligence and you may not to display, reproduce or otherwise use these trademarks in any manner without prior written permission.
We welcome your comments regarding Topia Pharma Intelligence and the Services. If you choose to send us your feedback, ideas and materials, we will maintain these submissions in our sole discretion and consider such to be irrevocably transferred to us. You understand and agree that by providing these submissions to us that you are irrevocably assigning any rights you may have in such to Topia Pharma Intelligence and that Topia Pharma Intelligence shall have the right, but not the obligation, to use these submissions perpetually, free of charge, and throughout the world without restriction.
The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk.
Our Site may include links to other sites on the Internet that are owned and operated by third parties. You acknowledge that Topia Pharma Intelligence is not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding the content located on such sites. Use of third-party sites is subject to the terms of use and privacy policies of each site, and we are not responsible. Topia Pharma Intelligence encourages you to review the terms of use and privacy policies of third-party sites.
Your use of the Services is at your own risk. The Services are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Topia Pharma Intelligence does not make any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Services.
Without limiting the foregoing, Topia Pharma Intelligence does not represent or warrant that the Services will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, or that the Services will otherwise meet your needs or expectations.
To the fullest extent provided by law, Topia Pharma Intelligence hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.
The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.
Topia Pharma Intelligence is a technology platform and is not licensed to practice medicine or operate a pharmacy, nor do we recommend or prescribe treatment or medication. Topia Pharma Intelligence is not responsible for the healthcare or advice provided by independent healthcare providers.
Your sole and exclusive remedy for any dispute with us is to stop using the Services. In no event shall our, our Parent, and our Suppliers’ cumulative liability to you for any and all claims relating to the use of the Services exceed the greater of: (1) the amount you have paid to Topia Pharma Intelligence in the preceding twelve (12) months, or (2) $100.
To the fullest extent provided by law, in no event will Topia Pharma Intelligence, its Affiliates, or their Licensors, Service Providers, Employees, Agents, Officers, or Directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Services, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.
Any cause of action or claim you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.
You agree to defend, indemnify, and hold harmless Topia Pharma Intelligence, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use or inability to use the Services, other than as expressly authorized in these Terms, or your use of any information obtained from the Services.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Topia Pharma Intelligence and limits the manner in which you can seek relief from us.
Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Service, or to any aspect of your relationship with Topia Pharma Intelligence, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Topia Pharma Intelligence may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
If you agree to arbitration with Topia Pharma Intelligence, you are agreeing in advance that you will not participate in or seek to recover monetary or other relief in any lawsuit filed against Topia Pharma Intelligence alleging class, collective, and/or representative claims on your behalf. Instead, by agreeing to arbitration, you may bring your claims against Topia Med Tech in an individual arbitration proceeding. If successful on such claims, you could be awarded money or other relief by an arbitrator.
You acknowledge that you have been advised that you may consult with an attorney in deciding whether to accept these Terms of Use, including this Arbitration Agreement.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us. The arbitration will be conducted by JAMS. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. Payment of all filing, administration and arbitrator fees will be governed by the JAMS’s rules. Topia Pharma Intelligence will reimburse all such filing, administration and arbitrator fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Topia Pharma Intelligence. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND Topia Pharma Intelligence HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Topia Pharma Intelligence are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE PATIENT OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER PATIENT OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of Delaware. All other disputes, claims, or requests for relief shall be arbitrated.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the address at the end of these Terms, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Topia Pharma Intelligence username (if any), the email address that is associated with your Topia Pharma Intelligence account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.
Delaware law governs these Terms, as well as any claim, cause of action or Dispute that might arise between you and Topia Pharma Intelligence, without regard to conflict of law or choice of law rules. We make no representation that our Services are appropriate, legal or available for use in locations outside of the United States. If you choose to access our Services you agree to do so subject to the laws of Topia Pharma Intelligence and the United States.
If any provision of these Terms are deemed unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the fullest extent under law.
You agree that these Terms and any other agreements referenced herein may be assigned by Topia Pharma Intelligence, in our sole discretion, to a third party in the event of a merger or acquisition.
These Terms shall apply in addition to, and shall not be superseded by, any other written
agreement between us in relation to your use of the Services.
These Terms are not assignable or transferable by you without the prior written consent of Topia
Pharma Intelligence, and any attempt to do so shall be void.
No waiver by Topia Pharma Intelligence of any term or condition set out 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 Topia Pharma Intelligence to assert a right or provision under
these
Terms shall not constitute a waiver of such right or provision.
If you have any questions or comments about these Terms, please contact us at: [email protected]