Last Update: February 22, 2019
To join the PoolText Platform, where you may upload Articles and access Reports, PoolText will require you to set up an account profile and subscribe to the Platform. The parties also may execute a registration/order form subject to the terms of this Agreement, detailing the scope and fees associated with your subscription for the Platform, depending on whether you are an Author or an Editor as further defined below ("Registration/Order Form" will be shared by PoolText). These Terms govern any free use of the PoolText Platform or Reports as well as any paid subscription or other fee. PoolText may, in its sole discretion, suspend or deny your access to the PoolText Platform at any time, for any reason or no reason.
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE POOLTEXT PLATFORM OR PURCHASING THE REPORTS. You must accept these Terms (including any additional terms and policies referenced here and/or available by hyperlink) in order to use the PoolText Platform or use or buy the Reports. These Terms apply to all users of the PoolText Platform. BY ACCESSING ANY PART OF THE POOLTEXT PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OTHER TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE POOLTEXT PLATFORM. BY PURCHASING THE REPORTS, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE THE REPORTS.
We reserve the right, in our sole discretion, to update, modify, change or replace any portion of these Terms at any time by posting updates and/or changes to the PoolText Platform. You should review the most current version of the Terms periodically on the PoolText Platform (it is your responsibility to check for changes). If we update the Terms, we will include a notice that the terms have been updated on our PoolText Platform. Your continued use of the PoolText Platform following the posting of any changes signifies that you accept the changes. If you do not agree to the changes, you should discontinue your use of the PoolText Platform.
These Terms are divided into several parts:
Part 1 applies to additional definitions used herein.
Part 2 applies to access to and use of the PoolText Platform.
Part 3 applies to the uploading of Articles to the PoolText Platform.
Part 4 applies to Reports purchased through the PoolText Platform.
Part 5 applies to access to and use of our Reports.
Part 6 applies to the PoolText Platform and our Reports.
The following capitalized words shall have these meanings in the Terms:
"Author" – a third party contributor to PoolText who provides us with the results of their original medical research in an Article (s);
"Article" – the results of an Author's, or other third party creator of, original medical research, provided to PoolText for our review and evaluation, our creation of Reports based on such Articles, and the potential discovery of Articles and Reports by Editors.
"Editor" – an editor of a third party medical journal, who qualifies for the PoolText Platform as set forth in the Editor Guidelines, who may use PoolText to discover Articles to consider for possible publication in a third party journal, and who may purchase from us and use Reports to evaluate such Articles;
"Report" – PoolText's proprietary reports containing PoolText's review, analysis and evaluation of any aspect of an Article, including, but not be limited to, an Article's reference accuracy, reference actuality, plagiarism (similarity check) and language quality. PoolText may make available or sell Reports to the respective Author(s) of an Article(s) and to Editors who subscribe to the PoolText Platform.
This Part 2 applies to your use of the PoolText Platform. All use of the term "PoolText Platform" in this Part 2 and in these terms in general shall be deemed to include both the PoolText Platform and the PoolText Platform accessible via the PoolText Platform.
The PoolText Platform and Reports offered on the PoolText Platform are available to users who are over the age of 13. By using this PoolText Platform, you represent and warrant that you are of legal age to form a binding contract with us and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the PoolText Platform.
Subject to your compliance with these Terms and upon receipt of payment of any required fees, you are granted for the term of Your paid subscription as allowed on your Registration/Order Form, a limited, non-assignable, revocable, non-exclusive, non-transferable, non-sub-licensable, right to access and use the PoolText Platform and Reports for personal use or internal business purposes; and to download and print Reports and or Articles only and consistent with these Terms including the Author Guidelines and Editor Guidelines. Our PoolText Platform and Reports are protected by various intellectual property laws which may include patent, copyright, trade secret, trademark, and trade names protection. You agree to respect all copyright and other legal notices, information, and restrictions on the PoolText Platform or Reports or accessed through the PoolText Platform. You agree not to (or permit a third party to) change, translate, reverse engineer, create derivative works, reproduce, duplicate, transfer, mirror or frame, publish, display, copy, sell, resell, lease or otherwise exploit the PoolText Platform or Reports, or any portion thereof, without express written permission by us. Other than as expressly set forth in these Terms, no licenses or rights are granted to you by implication, estoppel, or otherwise. You acknowledge that your unauthorized use of the PoolText Platform or Reports is prohibited, may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability.
We reserve the right, in our sole discretion, to update, modify, change or replace any portion of PoolText Platform or Reports, at any time, without advance notice or liability.
Additional terms might apply to some PoolText Platform features. All such terms are in addition to (and do not replace) these Terms. Please be sure to read any such additional terms carefully. and in the event of a conflict, the additional terms will control over these Terms. Resolutions are decided by us in our sole discretion, and all our determinations are final.
Your access rights and limitations will be set forth in the Registration/Order Form. You are responsible for all employees, consultants, or others ("Users") who access and use the PoolText Platform using your login credentials. Users may not use the PoolText Platform for any third party, or for any purpose other than your benefit. Users must be unique individuals, with one set of user credentials assigned to a single User. Users may not share login credentials to create a "concurrent" user license, except as the Author Guidelines or Editor Guidelines may expressly provide. You are expressly prohibited from circumventing any User license metrics by engaging in tactics such as sharing an account or creating a username "alias" for a group. Users may not impersonate any other individual or User. You will use the PoolText Platform in accordance with all applicable laws and regulations. You are responsible for all activities conducted under your User logins and for your Users' compliance with this Agreement. You are responsible for obtaining any equipment and Internet service necessary to access and use the PoolText Platform.
You must not upload or transmit any worms, viruses, bots, Trojans, back doors, or any malicious or destructive code of any kind, or any code that will affect the functionality or accessibility of the PoolText Platform. You will not use the PoolText Platform or Reports to harass, abuse, bully, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or disease, or to attempt to do harm to any individuals.
You must comply with all local, state, federal, provincial, national, international, and foreign laws, rules, and regulations (including applicable import and export control laws, rules, and regulations of the United States and other countries) in accessing and using the PoolText Platform, and will immediately notify us if you learn of or suspect a security breach or any illegal activity in connection with the PoolText Platform. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
The PoolText Platform and Reports, including without limitation photos, images, text, research, Articles, Reports music, audio, videos, podcasts, trademarks, trade names, marks and other brand identifiers, the organization, design, compilation, and "look and feel" and all advertising thereon, is protected by local, state, federal, provincial, national, international, and foreign copyright, trademark and other intellectual property laws, rules, and regulations, and is the property of us or our Authors, licensors, vendors and/or other providers.
You will not use the PoolText Platform and Reports in such a manner that suggests an unauthorized association with us. A breach or violation of any Terms may result in an immediate suspension or termination of your ability to access the PoolText Platform and Reports. We may immediately suspend or terminate the general availability of the PoolText Platform and Reports in whole or in part, for any reason, in our sole discretion, without advance notice or liability.
We and our licensors, vendors, and/or other providers may charge you fees for use of the PoolText Platform and/or access to Reports, including without limitation Content, offered for sale on or through the PoolText Platform, and/or for access to portions of the PoolText Platform or the PoolText Platform as a whole. You agree to pay all fees and charges, including applicable taxes and surcharges, incurred through your activity on or through the PoolText Platform and/or through your account/profile at the rates in effect for the billing period in which such fees and charges are incurred (such fees, charges, taxes, and surcharges shall collectively be referred to as "Fees"). Unless otherwise specified on the PoolText Platform, all Fees will be quoted and charged in U.S. dollars. We and our licensors, vendors, and/or PoolText Platform providers reserve the right to change the amount of, or basis for determining, any Fees, and to institute new Fees, effective upon publication of such revised pricing on the PoolText Platform.
We may charge Fees in advance and on a daily, monthly, yearly, lump sum, or other basis. If you submit a credit, debit, or charge card number, or other payment information to us upon registration, at the time of purchase, or otherwise, you authorize, give us permission, and direct us to retain such information and to charge all Fees to such payment method. All Fees are due promptly and are non-refundable. You must notify us about any billing problems or discrepancy within thirty (30) days after they first appear on your statement; otherwise, you waive any right to challenge or dispute such problem or discrepancy.
If Fees cannot be charged to the payment method you designate, or payment is returned to us for any reason, including charge back, we reserve the right, in addition to our other remedies, to: (i) demand immediate payment of all outstanding Fees due to us from you; (ii) assess an additional 1.0 percent late charge, or the highest amount allowed by law, whichever is lower; (iii) take any and all lawful steps necessary to collect Fees owed to us, and you will be responsible for all costs and expenses incurred in connection with such collection activity, including collection fees, court costs, and attorneys' fees; (iv) charge such Fees to any other payment method you have on file with us; and (v) terminate, discontinue, suspend, and/or restrict your account/profile, your ability to access, visit and/or use the PoolText Platform or any portion thereof, and/or the Agreement, including without limitation any of our purported obligations hereunder.
In addition, you are responsible for obtaining and maintaining at your own expense all equipment, hardware, software, and telephone, mobile, wireless, Internet and other PoolText Platform s necessary to access, visit and/or use the PoolText Platform . If you are accessing the PoolText Platform via a mobile device, your mobile carrier may charge you fees for data, text messaging, and other mobile access or communications PoolText Platforms.
Certain aspects of our PoolText Platform may require you to register with, and agree to the terms of, third party service providers in order to utilize such PoolText Platform. For example, Stripe, Inc. provides our payment services (among other things). Stripe Services and other services provided by Stripe are subject to Stripe's terms and conditions, and you agree to comply with the terms and conditions set forth at https://stripe.com/us/privacy and https://stripe.com/us/ssa. Please review these terms and conditions, and please note that PoolText is not a party to these terms and conditions.
We may also provide links or other access to other third party service providers as a convenience to you. Any use by you of the services of any third party service providers is at your sole risk. We have no liability whatsoever arising from or relating to your use of any such third party services, and we make no representations or warranties with respect to such third party services. Please be sure to read any terms and policies that may apply to the third party services.
You acknowledge that we do not endorse the Content linked to or accessible from this PoolText Platform and are not responsible for the Content or actions of any other sites, applications, destinations. Your linking to or accessing any other site, application, destination is at your sole risk.
The PoolText Platform may provide certain social media features. You may use these features solely as they are provided by us and solely with respect to the Content with which they are displayed. We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the PoolText Platform and to use the social media features so long as: (a) the links only incorporate text, and do not use any of our trademarks; (b) the links and the content on your PoolText Platform and social media do not suggest any affiliation with PoolText or cause any other confusion; and (c) the links and the content on your PoolText Platform or social media do not portray PoolText or its Reports or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party. You must not establish a link to this PoolText Platform from any PoolText Platform or social media account that is not owned by you, or for which you lack proper legal authority to establish a link. The PoolText Platform must not be framed on any other site, nor may you create a link to any part of the PoolText Platform other than the homepage. We reserve the right to suspend or prohibit linking to the PoolText Platform for any reason, in our sole discretion, without advance notice or any liability of any kind to you or any third party. We may disable all or any social media features and any links at any time without notice in our sole discretion.
This Part 3 applies to the Submission of Articles to the PoolText Platform for Review and Evaluation by PoolText and Disclosure to Editors.
You represent and warrant that you have the undisputed authority and full right to upload the Article on our PoolText Platform for PoolText's creation of Reports and/or disclosure to Editors. If you are an Author, you further represent and warrant that no part of this Article has been copied or plagiarized from other research. You represent and warrant that you have the right to make any Article you upload to the PoolText Platform available for our review and evaluation, to be the subject to our Reports and, if you choose, discovery by Editors through the PoolText Platform. You hereby authorize PoolText to create Reports for any and all Article(s) you upload to the PoolText Platform.
Additionally, you represent and warrant that:
You represent and warrant that if your manuscript is not appropriate for evaluation due to legal and ethical rules, you shall not upload your manuscript into the PoolText Platform.
The parties acknowledge that an Author may choose to upload an Article for the purpose of PoolText creation of Reports but not for discovery by Editors. The parties also acknowledge that whether or not the Article is available to Editors, PoolText may create Reports based on such Article, and such Reports may be available to Editors.
The parties acknowledge that while an Author has no obligation to purchase Reports, in order to see the Reports and their results, an Author must pay for them through the PoolText Platform at the then current rates applicable to Authors which are set forth on the Registration Form. To access Reports and Articles, Editors also must pay the then current rates applicable to Editors, which are set forth on the Registration/Order Form.
The parties acknowledge that upon receiving Reports, Authors may subsequently choose to revise their Article and resubmit it to the PoolText Platform to have PoolText prepare new Reports.
The parties acknowledge that only the Author of an Article may choose to submit the Article for discovery by Editors on the PoolText Platform.
Editors also may use the PoolText Platform to submit Articles written by third parties for the creation of Reports.
Editors who discover Articles through use of the PoolText Platform, must use the PoolText Platform to invite Authors to submit Articles to the Editor's journal for consideration for publication. PoolText may ban any Editor(s) from using the PoolText Platform for failure to follow the Editor Guidelines, including if such Editor uses the PoolText Platform to discover an Article but then circumvents the PoolText Platform to contact an Author(s) independently.
You acknowledge that by submitting Articles to PoolText, we may evaluate and prepare Reports that Authors may or may not agree with, and which may or may not reflect well on the Article(s). You agree to hold PoolText harmless from any adverse impact of any kind based on your use of the PoolText Platform, and that PoolText shall have no liability of any kind to you for any Report based on your Article(s).
Except as expressly provided otherwise in the Agreement, you or the owner of any Article or Content you post, upload, transmit, send or otherwise make available on or through the PoolText Platform retains ownership of all rights, title, and interests in such Content. However, by posting, uploading, transmitting, sending or otherwise making available such Content, registering for the PoolText Platform, or engaging in any other form of communication with us (on or through the PoolText Platform or otherwise) you irrevocably grant us a royalty-free, non-exclusive, unrestricted, worldwide, perpetual, right and license to create Reports based on the Content including Articles, and to copy, reproduce, modify, edit, crop, alter, revise, adapt, translate, enhance, reformat, remix, rearrange, resize, create derivative works of, move, remove, delete, erase, reverse-engineer, store, cache, aggregate, publish, post, display, distribute, broadcast, perform, transmit, rent, sell, share, sublicense, syndicate, or otherwise provide to others, use, or change all such Content and communications in any medium (now in existence or hereinafter developed) and for any purpose, including commercial purposes, and to authorize others to do so. Among other things, this means that we may use any ideas, suggestions, developments, and/or inventions that you post, upload, transmit, send or otherwise make available in any manner as we see fit without any compensation or attribution to you. In any event, you should make copies of or otherwise back-up any and all Content, personal data or communications you post, upload, transmit, send or otherwise make available on or through the PoolText Platform that you may wish to retain. Please be aware that Content you disclose in publicly accessible portions of the PoolText Platform may be available to other users, so you should be mindful of personally identifiable information and sensitive Content you may wish to post. WE ARE NOT RESPONSIBLE FOR THE CONSEQUENCES OF CONTENT OR PERSONALLY IDENTIFIABLE INFORMATION YOU POST, UPLOAD, TRANSMIT, SEND OR OTHERWISE MAKE AVAILABLE ON THE POOLTEXT PLATFORM.
We reserve the right, but undertake no duty, in our sole discretion, with or without notice, to review, edit, move, add, delete, or otherwise change any features, functionality, and/or Content available on or through, or downloadable from, the PoolText Platform, including without limitation any Content in your account/profile, or any of your messages, posts, or threads. This includes updates or upgrades to Content, automatic or otherwise. You agree to accept, and to take no action to interfere with, automatic upgrades or updates. Any changes to the PoolText Platform may not be consistent across all platforms, computers, or devices. If you do not refresh the PoolText Platform after each such change, or download the update(s) or upgrade(s), your experience may not reflect the most recent features, functionality, and/or Content, for which we disclaim any and all responsibility and liability. If any changes require you to obtain new, additional, or different equipment, hardware, software, and/or telephone, mobile, wireless, Internet and/or other PoolText Platforms, you are solely responsible for any additional expense. Even after Content is removed from your account/profile, your messages, post(s), and/or threads, regardless of whether such removal or deletion is by you or by us, copies of that Content may be retained and/or remain viewable by us, our licensors, vendors, PoolText Platform providers and/or other third parties, including other users.
If you have reason to believe that your Content has been copied and/or is accessible on the PoolText Platform in a way that constitutes copyright infringement, or that the PoolText Platform contains links or other references to another site, application, destination PoolText Platform that contains Content or activity that infringes your copyright rights, you may notify us by providing a document via fax, first class U.S. mail, or e-mail that includes the following information (as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. sec. 512) to our copyright agent set forth below:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at the PoolText Platform are covered by a single notification, a representative list of such works at the PoolText Platform;
(iii) Identification of the copyrighted work that is claimed to be 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 such copyrighted work;
(iv) Information reasonably sufficient to enable us to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
(v) A statement that the complaining party has a good faith belief that use of the copyrighted work in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Ali Furkan Akin - PoolText Inc. Cambridge Innovation Center, One Broadway, 14th Floor, Kendall Square, Cambridge MA 02142, United States
Phone & E-mail: 857 3023344, firstname.lastname@example.org
You agree to indemnify, defend and hold harmless us, our licensors, vendors, or other providers, and each of our and their respective officers, directors, members, employees, independent and sub-contractors, agents, representatives, successors and assigns (collectively, "Indemnitees") from and against any and all claims, disputes, demands, proceedings, cause of action, judgments, damages, liabilities, losses, costs or expense (including, but not limited to reasonable attorneys' fees) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (collectively, "Claims") which may arise out of or are in any way connected with your access, visitation, submission of Articles or Content, and/or use of the PoolText Platform and Reports, unauthorized use of Articles or Content submitted to or obtained on or through the PoolText Platform or Reports, breach or alleged breach of the Agreement, or from any of your acts or omissions in connection with the PoolText Platform or Reports.
This Part 4 applies to purchases of Reports and Subscription Plans made via the PoolText Platform.
You may place orders for Reports at the PoolText Platform via the PoolText Platform. PoolText shall use commercially reasonable efforts to make the PoolText Platform available, and Reports available for viewing and download, subject to planned maintenance downtime and circumstances beyond PoolText's control, including the functionality of your electronic communications devices and systems.
All descriptions of Reports are subject to change at any time without notice. We reserve the right to discontinue any Report(s) at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance.
Occasionally there may be information on our PoolText Platform that contains typographical errors, inaccuracies or omissions that may relate to Report descriptions, pricing, promotions, offers and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information is inaccurate at any time.
PoolText shall use commercially reasonable efforts to make the PoolText Platform available, and Reports available for viewing and download, subject to planned maintenance downtime and circumstances beyond PoolText's control, including the functionality of your electronic communications devices and systems.
PoolText doesn't guarantee the gathering of the articles by editors stated in the Registration/Order Form. PoolText doesn't guarantee the number of articles uploaded to the system each month or throughout the year.
We reserve the right to discontinue any services at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance.
Occasionally there may be information on our PoolText Platform that contains typographical errors, inaccuracies or omissions that may relate to Report descriptions, pricing, promotions, offers and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information is inaccurate at any time.
PoolText reserves the right to change its prices at any time without notice. All prices are in United States Dollars (USD). All Reports are delivered via electronic download only. Prices are exclusive of all applicable taxes. Buyer is responsible for the payment of all taxes (including without limitation, withholding, excise, sales, value-added, and use taxes) and customs duties paid or payable, however designated, levied or based. Buyer acknowledges that certain taxes will be charged at the time the order is processed. A payment receipt will be emailed to you at the email address you provide via the PoolText Platform at the time the order is processed.
If you place an order via the PoolText Platform, we will ask you for your name, phone number, e-mail address and billing address, and other information so we can fulfill your order. Please note that we use a third-party payment service provider, and by providing this information to us, you are simultaneously providing the same information to our provider.
You understand that payment processing and storage of your credit card information are handled by Stripe, Inc. to process payments. Stripe will collect your credit card information and charge your credit card for the order, as further detailed below.
By using your credit card to make a payment on this PoolText Platform, you agree to comply with the terms and conditions set forth at https://stripe.com/us/privacy and https://stripe.com/us/ssa. Please review these terms and conditions, and please note that PoolText is not a party to these terms and conditions.
Please review these terms and conditions, and please note that PoolText is not a party to these terms and conditions.
You agree to provide current, complete and accurate credit card and account information for all purchases made on our PoolText Platform. You agree to make all payments for any order placed by you.
Stripe is not a bank or a money services business ("MSB") nor do they offer banking or MSB services as defined by the United States Department of Treasury.
Stripe may add or remove one or more types of cards as a supported payment card any time without prior notice to you, including, without limitation, any international credit cards. If you are paying for your order with a credit card issued outside of the United States, and such credit card is accepted by Stripe, your purchase price may change with the exchange rate, and you may be charged a conversion fee by your bank or credit card. Please contact your back or credit card company for more information regarding their specific policies for international purchases.
PoolText and Stripe maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding that is stored in their servers from unauthorized access and accidental loss or modification. However, PoolText and Stripe cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding at your own risk.
Some or all of the payment services may be provided from systems located within the United States or countries outside of the United States. As such, your cardholder data may be transferred, processed and stored outside of the United States and may be subject to disclosure as required by applicable law.
PoolText offers no refunds of any kind. All sales are final.
This section 5 of the Terms is only applicable to you if you have purchased our Reports. If you have purchased the Reports, you are referred to in this Section as "Buyer".
Buyer shall read, review, and use ("Use") the Reports for its own internal use only. Buyer shall comply with all applicable international, federal, state, and local laws and regulations in Using the Reports. We grant to Buyer a non-exclusive, non-transferable, restricted license to use our Reports. Buyer shall be responsible for maintaining and safeguarding the security of its account passwords and shall not share its passwords with any other person or allow any third party to access the PoolText Platform or Reports under Buyer's account. In order to use the PoolText Platform, Buyer shall be responsible at its own expense to access the Internet and pay any service fees associated with such access.
Buyer shall not (or shall not permit any third party to) Use the Platform or Reports for any purpose other than as specified herein. Buyer shall use the Reports to better understand the Article reviewed. Buyer shall not, and shall not permit others to: (a) modify, copy, or otherwise reproduce the PoolText Platform or Reports in whole or in part; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form, or structure of the PoolText Platform or Reports e; (c) sublicense, assign, share, sell, rent, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer the PoolText Platform or Reports; (d) create any derivative work of the PoolText Platform or Reports, (e) access the PoolText Platform or Reports in order to copy or build a platform or service using similar ideas, features, functions or graphics of the Platform or Reports; or (f) remove any proprietary notices or labels on the PoolText Platform or Reports. Buyer shall strictly abide by any geographical restrictions pertaining to PoolText Platform or Reports.
Buyer shall comply with all United States and other applicable export laws and regulations, and shall not export or re-export the Reports to any restricted countries. Buyer will not use the PoolText Platform or Reports to: (a) send, upload or otherwise transmit any Buyer Data that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) upload or otherwise transmit, display or distribute any Buyer Data that infringes any trademark, trade secret, copyright or other proprietary or intellectual property rights of any person; (c) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to intercept communication or interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the PoolText Platform, Firmware, or Software; or (e) violate any applicable law or regulation.
All rights not expressly granted to Buyer hereunder are reserved. Reports are licensed and not sold. All right, title and interest in and to the Reports, including all proprietary rights in and to all designs, engineering details, know-how, ideas, methodologies, concepts, and other technology and information pertaining to the PoolText Platform or Reports; and all derivatives thereof (including in each case any and all patents, copyrights, trade secret rights, trademarks, trade names, and other proprietary rights embodied therein or associated therewith) are and shall remain PoolText's or its licensors'. The sale of the Report does not convey or confer upon Buyer (or any third party) a license, express or implied, under any patent right, copyright, or other intellectual property right of PoolText, including, without limitation any right or interest in the PoolText Platform or Reports.
PoolText shall have full right to make substitutions and modifications in the specifications or composition of the PoolText Platform or Reports.
As between the parties, all data directly or indirectly submitted, uploaded, provided, or otherwise transmitted by Buyer on or through the Software ("Buyer Data") shall be owned exclusively by Buyer. Buyer hereby grants to PoolText the nonexclusive, royalty-free, right and license to use, process, and transmit such Buyer Data in order to provide the PoolText Platform and Reports to Buyer. Buyer shall not provide PoolText with any data beyond the data described in the Privacy Terms (as defined in Part 4 below), and Buyer shall be responsible and liable for the violation of any laws or regulations associated with any such unauthorized transmittal. Specifically, and without limitation, Buyer will not provide any patient names or other personally identifiable information related to any such patients. Subject to applicable laws, regulations, and the Privacy Terms, PoolText also may collect, develop, analyze, disclose, and use anonymized (i.e., de-Identified) or aggregated Buyer Data, or data derived from Buyer Data or Buyer's use of the Software and Reports to provide and improve the Reports and Software.
PoolText does not accept returns or and shall not issue refunds.
NO FEES OR PAYMENTS OF ANY KIND WILL BE REFUNDED BY POOLTEXT UNDER ANY CIRCUMSTANCES.
EXCEPT FOR THE LIMITED WARRANTY STATED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE REPORTS, POOLTEXT PLATFORM AND CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. POOLTEXT DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. POOLTEXT IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO TRANSMIT, STORE OR MAINTAIN ANY BUYER DATA, OR ANY OTHER DATA OR INFORMATION. BUYER IS SOLELY RESPONSIBLE FOR SEPARATELY BACKING UP AND SECURING ALL BUYER DATA. BUYER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER USE OF THE POOLTEXT PLATFORM AND REPORTS IS PERMISSIBLE UNDER APPLICABLE LAW AND REGULATIONS.
Part 6 is applicable to any use of the PoolText Platform, including the PoolText Platform, as well as purchase of the Reports via the PoolText Platform, and access to and use of the Reports following purchase from the PoolText Platform.
If you send us creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction fully exploit in any medium any comments that you provide to us. Comments are not confidential. We are and shall be under no obligation (1) to pay compensation for any comments; or (2) to respond to any comments.
POOLTEXT AND THE POOLTEXT PLATFORM AND REPORTS DO NOT GIVE MEDICAL ADVICE, PROVIDE DIAGNOSES, OR PRESCRIBE MEDICATION. USE OF THE POOLTEXT PLATFORM AND REPORTS DOES NOT SUBSTITUTE FOR THE PROFESSIONAL JUDGEMENT OF HEALTHCARE PROVIDERS IN DIAGNOSING AND TREATING PATIENTS. YOUR PHYSICIAN OR HEALTH CARE PRACTITIONER SHOULD ADDRESS ANY AND ALL MEDICAL QUESTIONS, CONCERNS AND DECISIONS REGARDING THE POSSIBLE TREATMENT OF ANY MEDICAL CONDITION. YOUR ACCESS AND USE OF THE POOLTEXT PLATFORM AND REPORTS IS AT YOUR SOLE RISK. THE POOLTEXT PLATFORM AND REPORTS ARE PROVIDED "AS-IS", "WITH ALL FAULTS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMISSABLE BY LAW, WE AND OUR EMPLOYEES, DIRECTORS, SHAREHOLDERS, VENDORS, LICENSORS, SUCCESSORS AND ASSIGNS HEREBY DISCLAIM AND MAKE NO REPRESENTATIONS, WARRANTIES, ENDORSEMENTS, OR PROMISES, EXPRESS OR IMPLIED, AS TO (I) THE POOLTEXT PLATFORM, (II) THE REPORTS, OR (III) CONTENT, FUNCTIONS, FEATURES OR OTHER ELEMENTS MADE AVAILABLE THROUGH THE POOLTEXT PLATFORM. WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE POOLTEXT PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. WE DO NOT WARRANT THAT THE POOLTEXT PLATFORM OR REPORTS WILL BE ACCURATE, COMPLETE, OR RELIABLE. WE DO NOT WARRANT THAT THE POOLTEXT PLATFORM OR REPORTS WILL MEET YOUR REQUIREMENTS, OR THAT NO SOFTWARE DISABLING DEVICES, TIME BOMBS, VIRUSES, WORMS, BUGS, OR DEVICES OR DEFECTS OF SIMILAR NATURE WILL BE TRANSMITTED ON OR THROUGH THE POOLTEXT PLATFORM OR REPORTS, AND WE AND OUR INDEMNITEES WILL NOT BE LIABLE IN THE EVENT OF ANY SUCH OCCURRENCE.
YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE POOLTEXT PLATFORM AND REPORTS FOR INDEFINITE PERIODS OF TIME OR CANCEL THE POOLTEXT PLATFORM AND REPORTS AT ANY TIME, WITHOUT NOTICE TO YOU. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Some jurisdictions do not allow the disclaimer of implied or other warranties, so the above disclaimers may not apply to the extent such jurisdictions' laws are applicable.
IN NO CASE SHALL POOLTEXT, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY DEATH, PERSONAL INJURY, LOSS, CLAIM, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION: COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS, LOST DATA, LOST BUSINESS OPPORTUNITIES, COMPUTER DAMAGE, SYSTEM FAILURE, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, REPORT LIABILITY, OR OTHERWISE, ARISING FROM (A) YOUR USE OF THE POOLTEXT PLATFORM OR REPORTS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS THEREIN OR IN ANY CONTENT, OR IN THE SITE'S TECHNICAL OPERATION, (B) ANY DAMAGE TO ANY COMPUTER, HARDWARE, SOFTWARE OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, FRAUD, ERROR, OMISSION, INTERUPTION, DEFECT, OR TECHNICAL MALFUNCTION; (C) YOUR PURCHASE AND USE OF THE REPORTS; OR (D) THE PERFORMANCE BY POOLTEXT OF ANY OF ITS OBLIGATIONS HEREUNDER; IN ANY CASE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN ANY SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF THE POOLTEXT PLATFORM EXCEED FIVE HUNDRED DOLLARS (US$500.00); AND THE TOTAL CUMULATIVE LIABILITY OF POOLTEXT TO A BUYER OF THE REPORTS FOR ANY AND ALL CLAIMS AND DAMAGES, WHETHER ARISING BY STATUTE, CONTRACT OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAID BY BUYER TO POOLTEXT FOR THE REPORTS WHICH FORM THE SUBJECT OF THE CLAIM IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE PROVISIONS OF THESE TERMS ALLOCATE RISKS BETWEEN THE PARTIES. THE PRICING SET FORTH IN THE POOLTEXT PLATFORM REFLECTS THIS ALLOCATION OF RISK WITH RESPECT TO PURCHASE AND USE OF THE REPORTS AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.
You agree to release, defend, indemnify, and hold PoolText and its affiliates and their officers, employees, directors, agents, partners, contractors, licensors, service providers, and subcontractors harmless from any from any and all losses, damages, expenses, including reasonable attorneys' fees, costs, awards, fines, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the PoolText Platform, Reports, any Content, your violation of these Terms, your violation of any rights of a third party, or your violation of any applicable law. If you are a California resident, you waive California Civil Code Section 1542, and if you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
We reserve the right, in addition to our other remedies, to terminate, discontinue, suspend and/or restrict the PoolText Platform or Reports, your account/profile, your ability to access, visit and/or use the PoolText Platform or Reports or any portion thereof, and/or the Agreement, including without limitation any of our purported obligations hereunder, for any or no reason, with or without notice.
Even if the PoolText Platform or Reports, your ability to access, visit and/or use the PoolText Platform or Reports or any portion thereof, and/or the Agreement is terminated, discontinued, suspended or restricted, by you or by us, we have no obligation to (but we may in our discretion) remove any Content, and therefore copies of all information with regard to your account/profile and/or Content you may have posted, uploaded, transmitted, sent or otherwise made available on or through the PoolText Platform or Reports, may be retained and/or remain viewable by us, our licensors, vendors, PoolText Platform or Reports providers and/or other third parties, including other users. Nevertheless, we have no obligation to retain, store, or provide you with any information with regard to your account/profile and/or Content you may have posted, uploaded, transmitted, sent or otherwise made available on or through the PoolText Platform or Reports. All provisions of the Agreement shall survive the termination or expiration of the Agreement and/or your account/profile.
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE POOLTEXT PLATFORM OR REPORTS, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE REPORTS, POOLTEXT PLATFORM OR CONTENT.
Please be aware that if you access the PoolText Platform via your mobile phone or provide a mobile phone number to us in order to be contacted by voice or text message, your carrier's normal rates and fees, such as text messaging fees or data charges, may apply.
These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflict of laws provisions. The parties agree that the Convention on Contracts for the International Sale of Goods does not apply. Any dispute arising out of these Terms shall be brought in, and the parties consent to personal and exclusive jurisdiction of and venue in, the state and federal courts within Suffolk County, Massachusetts.
Except as otherwise stated herein, these Terms constitute the entire agreement and understanding between you and us and govern your use of the PoolText Platform and your purchase and use of the Reports (if you are a Buyer), superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). The failure of PoolText to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, and such determination shall not affect the validity and enforceability of any other remaining provisions. These Terms are personal to you. You can't assign them, transfer them, or sublicense them unless you get our prior written consent. We have the right to assign, transfer, or delegate any of its rights and obligations under these Terms without your consent. Nothing in these Terms shall confer, or be deemed to confer, any rights or benefits to any third party. No representations or statements, other than those expressly set forth herein, were relied upon by the parties in entering into these Terms. In the event of a conflict between these the English language version of the Terms and any foreign language translation versions thereof, the English language version of the Terms shall govern and control. All disputes, claims and causes of action (and related proceedings) will be communicated in English. PoolText shall not be liable for damages for any delay arising out of causes beyond its reasonable control, including without limitation acts of God, labor disputes, riots, wars, and component shortages.
We will cooperate with law enforcement authorities as required by law and in any investigation of alleged illegal activity regarding the use of the PoolText Platform or Reports. YOU WAIVE AND US HOLD HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES. All subpoenas must be properly served on us, preferably by mailing to the address below. We do not accept service via email or
PoolText Inc. Cambridge Innovation Center, One Broadway, 14th Floor, Kendall Square, Cambridge MA 02142, United States
Under California Civil Code Section 1789.3, residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 1625 North Market Blvd., Suite 112, Sacramento, California 95834, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.
Questions about these Terms should be sent to: email@example.com or +1 857 302-3344