PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF SERVICE FOR THIS PLATFORM (“TOS”) BEFORE USING THIS PLATFORM. By continuing to access, link to, or use this platform, or any service on this platform, you signify YOUR ACCEPTANCE OF THE TOS, INCLUDING WITHOUT LIMITATION, THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN PARAGRAPH 14 BELOW (if applicable).
These TOS set forth the legal terms and conditions governing your use of our platform named “Healthcare Dealflow Transactions & Insights Platform” and any other online and mobile websites, blogs, and interactive applications operated by us. We reserve the right to amend, remove, or add to the TOS at any time. Such modifications shall be effective immediately. Accordingly, please continue to review the TOS whenever accessing or using this platform. For changes to these TOS that we deem material, we will place a notice on our platform. Your access or use of the platform after the posting of modifications to the TOS will constitute YOUR ACCEPTANCE OF THE TOS, as modified. If, at any time, you do not wish to accept the TOS, you may not access or use the platform. Any terms and conditions proposed by you which are in addition to or which conflict with the TOS are expressly rejected by us and shall be of no force or effect.
A. General Terms
1. User Consent to the TOS.
You represent that you have read and agree to be bound by the TOS.
2. Intellectual Property.
The unique layout, organization, and presentation of the platform and the way in which articles, news, and insights are curated and organized (collectively, the “Service”) constitute the intellectual property of our platform. Although individual articles and content are owned by or licensed to third-party publishers, our unique aggregation, curation, and presentation methods are protected from any unauthorized use, copying, and dissemination by copyrights, trademarks, international treaties, and/or other proprietary rights and laws.
You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. You acknowledge that the Service’s design and curatorial process has been developed through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property. You agree to protect our proprietary rights during and after the term of this agreement and to comply with all reasonable written requests made by us to protect our contractual, statutory, and common law rights in the Service. You agree to notify us in writing promptly upon becoming aware of any unauthorized access or use of the Service by any party or of any claim that the Service infringes upon any copyright, trademark, or other contractual, statutory, or common law rights.
While you may not reproduce or redistribute the content in a manner that competes with our platform or in a manner that misrepresents the source or ownership of the content, you must respect the intellectual property rights of the third-party sources when using the content.
3. Restrictions on Use.
You may not use the “Healthcare Dealflow Transactions & Insights Platform” (hereinafter referred to as “the Platform”) for any illegal purpose, for the facilitation of the violation of any law or regulation, or in any manner inconsistent with the TOS. You agree to use the Platform solely for your internal business purposes and not for resale or other transfer or disposition to, or use by or for the benefit of, any third party. You agree not to use, transfer, distribute, or dispose of any information contained in the Platform in any manner that could compete with the business of Healthcare Dealflow or any of its suppliers.
Except as expressly permitted by Healthcare Dealflow in writing, you may not copy, reproduce, recompile, distribute, publish, display, modify, upload to, create derivative works from, transmit, transfer, sell, license, or in any way exploit any part of the Platform, except that you may access and view material from the Platform for your own personal or professional, noncommercial use, provided that you retain all copyright and other proprietary notices. You may not recirculate, redistribute or publish the analysis and presentation included in the Platform without Healthcare Dealflow’s prior written consent. Nothing contained in the TOS or on this site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any content in any manner without the prior written consent of Healthcare Dealflow or such third party that owns the content. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE PLATFORM IS STRICTLY PROHIBITED. Any use of the Platform other than as permitted by the TOS will violate the TOS and may infringe upon our rights or the rights of the third party that owns the content. You agree to report any violation of the TOS by others that you become aware of.
You may not offer any part of the Platform for sale or distribute it over any other medium without the prior written consent of Healthcare Dealflow. The Platform and the information contained therein may not be used to construct a database or platform of any kind. You may not use the Platform in any way to improve the quality of any data sold or contributed by you to any third party.
You may not input, distribute, upload, post, email, transmit, or otherwise make available any content through the Platform that violates the rights of third parties or infringes upon their intellectual property rights.
You may not use any of the trademarks, trade names, service marks, copyrights, or logos of Healthcare Dealflow in any manner which creates the impression that such items belong to or are associated with you without Healthcare Dealflow’s consent, and you acknowledge that you have no ownership rights in and to any of such items.
You may neither interfere with nor attempt to interfere with nor otherwise disrupt the proper working of the Platform or any activities conducted on or through the Platform. You shall not violate the security of the Platform or attempt to gain unauthorized access to the Platform, data, materials, information, computer systems, or networks connected to any server associated with the Platform. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any other content.
(i) You acquire absolutely no rights or licenses in or to the Service and materials contained within the Service other than the limited right to utilize the Service in accordance with the TOS. Should you choose to download content from the Service, such download is licensed to you by Healthcare Dealflow ONLY for your internal business purposes in accordance with the TOS and does not transfer any other rights to you.
(ii) Healthcare Dealflow’s policy is not to accept or consider creative ideas, suggestions, or materials other than those it has specifically requested. We ask that you do not send us any original creative materials that you expect to be compensated for or that you would like to keep private. If you nevertheless choose to make any such submission, Healthcare Dealflow may freely use the submission, in whole or in part, for any purpose without any obligation to you.
Without limiting the generality of the foregoing, if you submit material (i.e., user-generated content, including, but not limited to: comments, text, video, audio, and photographs) to this platform, any other platform owned by Healthcare Dealflow or its representatives, or if you send us creative suggestions, ideas, notes, concepts, or any other information, the Submission will be treated as non-confidential and non-proprietary. None of the Submissions shall be subject to any obligation of confidence on the part of Healthcare Dealflow, and Healthcare Dealflow shall not be liable for any use or disclosure of any Submissions. Unless Healthcare Dealflow indicates otherwise, you grant to Healthcare Dealflow a perpetual, nonexclusive, irrevocable, fully paid, royalty-free, sublicensable and transferable worldwide right and license to use, publish, reproduce, display, modify, transmit digitally, create derivative works based upon, distribute, copy, and otherwise exploit Submissions for any purpose in Healthcare Dealflow’s discretion without additional notice, attribution or consideration to you or to any other person or entity. You also permit any other user to access, store, or reproduce Submissions for that user’s personal use. You grant Healthcare Dealflow the right to use the name that you submit in connection with Submissions. You agree and understand that Healthcare Dealflow is not obligated to use any Submission you make to this platform and you have no right to compel such use. You hereby acknowledge and agree that your relationship with Healthcare Dealflow is not a confidential, fiduciary, or other special relationship. You represent and warrant that you are the original author or creator of the Submissions, that you own or otherwise control all of the rights to the Submissions that you submit, and that use of the Submissions you supply does not violate this TOS and will not cause injury to any person or entity. You agree that this authorization contains the full and complete understanding between Healthcare Dealflow and you regarding Healthcare Dealflow’s use of your Submission and cannot be modified except by a document signed by both parties.
5. Fees and Payments.
Healthcare Dealflow charges an annual subscription fee to access the Platform. The cost of the subscription is $499 for an individual user and $1499 for a team membership.
Upon choosing to access the Platform, you will be prompted to register and create an account. The decision to provide the information required to create an account is purely voluntary and optional; however, if you elect not to provide such information, you will not be able to access the Platform or any of its features.
You shall pay all fees and charges incurred through your account at the rates in effect for the billing period. All fees and charges shall be billed to you, and you shall be solely responsible for their payment. You shall pay all applicable taxes relating to the use of the Platform through your account.
In no event will you receive any portions of the Platform unless Healthcare Dealflow receives all fees and charges payable by you, including the annual subscription fee.
6. Registration and Account Creation for Healthcare Dealflow.
As part of the registration and account creation process to gain access to the Healthcare Dealflow platform, which requires an annual subscription fee, you will select a username and a password. You must provide Healthcare Dealflow with accurate and up-to-date registration information. You shall not: (i) select a username already in use by another individual; (ii) create an account for anyone other than yourself without appropriate authorization; (iii) use a username to which someone else holds rights without their explicit consent; (iv) use a username or password that Healthcare Dealflow deems offensive or inappropriate.
Healthcare Dealflow reserves the right to refuse account creation based on our inability to validate your registration details. You are solely responsible for safeguarding the confidentiality of your password. You must promptly notify Healthcare Dealflow of any suspected unauthorized use of your account or any potential security breaches, such as unauthorized disclosure of your password or payment details.
All activity and usage on your account, including by any third party you’ve authorized to use your credentials, are your responsibility. Reselling, transferring, or assigning your membership or any associated rights is not permitted. Accounts for individuals under the age of eighteen (18) are strictly prohibited. If you transfer or sell the system you used to access Healthcare Dealflow, ensure all related cookies and software files are deleted.
Healthcare Dealflow may, at our discretion, terminate your account at any point without prior notification. If your account is disabled, refrain from creating a new one without our consent. To terminate your account, simply notify us. Following termination, you’ll receive an email confirmation, and account closure will be finalized within five (5) business days. Charges accrued up to the point of termination are your responsibility and no pro-rated refund will be made. Furthermore, Healthcare Dealflow reserves the right to seek legal action for any misuse of your account. You commit to maintaining only a single active account with Healthcare Dealflow and confirm you hold no other active accounts on the Platform.
7. Disclaimer and Limitation of Liability.
(i) YOU ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM AND ANY CONTENT OR RESOURCES CONTAINED THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HEALTHCARE DEALFLOW MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. HEALTHCARE DEALFLOW DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(ii) Healthcare Dealflow does not warrant that the Platform is entirely free of errors or other harmful components. You agree that Healthcare Dealflow, its partners, officers, and employees shall not be responsible or liable for: (i) any injury or damages, whether caused by the negligence of Healthcare Dealflow or otherwise arising in connection with the Platform and shall not be liable for any lost profits, losses, or any damages; or (ii) any fault, inaccuracy, omission, delay, or any other failure in the Platform caused by your equipment or arising from your use of the Platform on such equipment.
(iii) You acknowledge that the Platform is provided for information purposes only and is not intended for any unauthorized or unlawful purposes. Healthcare Dealflow does not guarantee the sequence, accuracy, completeness, or timeliness of the information on the Platform. None of the information on the Platform constitutes a solicitation, offer, opinion, endorsement or recommendation by Healthcare Dealflow to engage in any transaction.
(iv) UNDER NO CIRCUMSTANCES SHALL HEALTHCARE DEALFLOW, ITS AFFILIATES, PARTNERS, OFFICERS, OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, ITS CONTENT, OR THE SERVICES PROVIDED THEREON. IN NO EVENT SHALL HEALTHCARE DEALFLOW’S TOTAL LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE PLATFORM.
BY ACCESSING THE PLATFORM, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. You hereby waive any and all rights you may have under any applicable statute or law with respect to any claims you may have in connection with the Platform. You intend this waiver to be a full and complete release of all claims, known or unknown, suspected or unsuspected.
8. Your Authority to Agree to this TOS.
You represent, warrant, and covenant that: (i) you have the power and authority to enter into this agreement; and (ii) you are at least eighteen (18) years old.
9. Sponsored Content on Healthcare Dealflow
(i) Definition of Sponsored Content
“Sponsored Content” refers to any content that has been paid for by advertisers or partners and appears within the Healthcare Dealflow platform.
(ii) Standards for Sponsored Content
• Transparency and Differentiation: All Sponsored Content will be clearly distinguished from independent and editorial content on the platform.
• Integrity: No member of the Healthcare Dealflow team will have their editorial judgment influenced by sponsors. The presence of any Sponsored Content will not influence the platform’s direction or other content.
• Clear Labeling: Sponsored Content will be appropriately labeled, ensuring users can distinguish it from regular content. Such content will never imply endorsement by Healthcare Dealflow.
• Approval and Oversight: Any Sponsored Content must undergo review and obtain written approval from a designated Healthcare Dealflow editor before it appears on the platform.
• Disclaimer: Sponsored Content may be produced by Healthcare Dealflow’s editorial team, but it is influenced by the sponsoring entity’s contributions and does not necessarily reflect Healthcare Dealflow’s independent views. A disclaimer may accompany Sponsored Content stating, “This content is sponsored and does not necessarily reflect the independent views of Healthcare Dealflow.”
• Right to Refusal: Healthcare Dealflow reserves the right to refuse or remove any Sponsored Content that may misrepresent, defame, or compromise the brand in any way.
You agree, at your own expense, to indemnify, defend and hold harmless Healthcare Dealflow, its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with the Service, or any links on the Service, including, but not limited to:
• (i) your use or someone using your computer’s use of the Service;
• (ii) use by someone using your account;
• (iii) a violation of the TOS by you or anyone using your computer (or account, where applicable);
• (iv) a claim that any use of the Service by you or someone using your computer (or account, where applicable) infringes any intellectual property right of any third party, or any right of privacy or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party;
• (v) any deletions, additions, insertions, or alterations to, or any unauthorized use of, the Service by you or someone using your computer (or account, where applicable);
• (vi) any misrepresentation or breach of representation or warranty made by you contained herein;
• (vii) any breach of any covenant or agreement to be performed by you hereunder.
You agree to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim. Healthcare Dealflow reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Healthcare Dealflow in asserting any available defense. You acknowledge and agree to pay Healthcare Dealflow’s reasonable attorneys’ fees incurred in connection with any and all lawsuits brought against you by Healthcare Dealflow under the TOS and any other terms and conditions of service on this platform, including without limitation, lawsuits arising from your failure to indemnify Healthcare Dealflow pursuant to the TOS.
(a) You may terminate the TOS, with or without cause and at any time, by discontinuing your use of the Service and destroying all materials obtained from the Service.
(b) You agree that, without notice, Healthcare Dealflow may terminate the TOS, or suspend your access to the Service, with or without cause at any time and effective immediately. The TOS will terminate immediately without notice from Healthcare Dealflow if you, in Healthcare Dealflow’s sole discretion, fail to comply with any provision of the TOS.
(c) Healthcare Dealflow shall not be liable to you or any third party for the termination or suspension of the Service, or any claims related to the termination or suspension of the Service. Upon termination of the TOS by you or Healthcare Dealflow, you must discontinue your use of the Service and destroy promptly all materials obtained from the Service and any copies thereof. Healthcare Dealflow will determine your compliance with the TOS in its sole discretion and its decision shall be final and binding and not subject to challenge or appeal. Any violation of the TOS may result in restrictions on your access to all or part of the Platform and may be referred to law enforcement authorities. No changes to or waiver of any part of the TOS shall be of any force or effect unless formally posted or made in writing and signed by a duly authorized officer of Healthcare Dealflow. Upon termination of your membership or access to this platform, or upon demand by Healthcare Dealflow, you must destroy all materials obtained from the Platform and all related documentation and all copies and installations thereof. You are advised that Healthcare Dealflow will aggressively enforce its rights to the fullest extent of the law.
12. Non-United States Residents & Jurisdictional Issues.
(i) Healthcare Dealflow operates the Platform for use in the United States. Healthcare Dealflow makes no representation that the Service, including merchandise offered for sale on the Platform and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States. If you access this platform from locations outside of the U.S., you do so on your own initiative and at your own risk, and you are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
(ii) This platform is controlled and operated by Healthcare Dealflow from its offices within the State of Florida, United States. Healthcare Dealflow makes no representation that materials in this platform are appropriate or available for use in other locations.
13. Governing Law.
The TOS shall be governed and construed in accordance with the laws of the United States and the State of Florida, without giving effect to conflicts-of-law principles thereof. With respect to any disputes or claims not subject to arbitration, you agree to submit to the personal jurisdiction of the state and federal courts located in Miami-Dade County in the State of Florida with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the TOS.
14. Mandatory Arbitration and Class Action Waiver.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT.
(i) Informal Dispute Resolution Procedure. If a Dispute arises between you and Healthcare Dealflow, we are committed to working with you to try to reach a reasonable resolution. For any such Dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. Such informal resolution requires first sending a written description of the dispute to the other party. For any Dispute you initiate, you agree to send the written description of the Dispute along with the email address associated with your account, if applicable, to the following email address: firstname.lastname@example.org. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; the specific relief sought; and proof of your relationship with Healthcare Dealflow. If the Dispute is not resolved within sixty (60) days after receipt of the written description of the Dispute, you and Healthcare Dealflow agree to the further Dispute resolution provisions below.
The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.
(ii) Mutual Arbitration Agreement. If the informal dispute resolution procedure does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve Disputes, subject to the terms set forth below and the National Arbitration and Mediation (“NAM”) rules. If you are initiating arbitration, a copy of the demand shall also be emailed to email@example.com. If you are a Healthcare Dealflow registered user, any demand initiating arbitration, whether filed by you or Healthcare Dealflow, must include the email address you used to register with Healthcare Dealflow.
You agree that by using this site in any way, you unconditionally consent and agree that any claim, dispute, or controversy arising out of, relating to, or connected in any way with Healthcare Dealflow’s website or these TOS will be resolved exclusively by final and binding arbitration in accordance with this Section 14. This includes claims that arose before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.
Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis; (ii) bring an action in state or federal court to protect its intellectual property rights; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.
(iii) Class Arbitration and Collective Relief Waiver. YOU AND HEALTHCARE DEALFLOW ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR COLLECTIVE ACTION. The arbitrator may award relief only in favor of the individual party seeking relief unless Healthcare Dealflow provides its consent to consolidate in writing.
With the exception of this subpart (iii) and subpart (vi) below, if any part of this Arbitration Agreement is deemed invalid, the balance of this Arbitration Agreement shall remain in effect. If this subpart (iii) or subpart (vi) is found invalid, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Healthcare Dealflow shall be entitled to arbitrate their dispute.
(iv) Arbitration Rules. The arbitration will be administered by NAM and conducted before a sole arbitrator in accordance with NAM’s rules. The applicable NAM rules are available at www.namadr.com or by emailing NAM’s Commercial Dept at firstname.lastname@example.org.
(v) Arbitration Location and Procedure. For all U.S. residents, the arbitration shall be held at a location determined under NAM rules that’s convenient for you or at another location you and we agree upon. For non-U.S. residents, the arbitration shall be held in New York City, New York. The arbitrator shall apply New York law consistent with the FAA. The arbitrator can grant any relief available in a court under law or in equity. If the amount in controversy doesn’t exceed $10,000, the arbitration will be based on documents submitted, unless a hearing is deemed necessary. If the amount exceeds $10,000, a hearing may be held via video or phone, unless otherwise agreed.
(vi) Batch Arbitration. For efficiency, if 100 or more similar arbitration demands are submitted against Healthcare Dealflow, the parties agree to process them in batches of 100, with only one batch adjudicated at a time. You agree to work with Healthcare Dealflow for an efficient resolution of claims. The batch arbitration process shall continue until each demand is resolved. This provision doesn’t authorize class arbitration. If this batching provision is found invalid, the entirety of this Arbitration Agreement is void, and neither party shall arbitrate any claim that’s part of the mass filing.
(vii) Mediation Following First Batch in a Mass Filing. The results of the first batch of demands will be given to a NAM mediator selected from an initially proposed group of 5 mediators, with Healthcare Dealflow and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators with the highest collectively ranked mediator being selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. After the results are provided to the mediator, Healthcare Dealflow, the mediator, and the remaining claimants will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If they are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either Healthcare Dealflow or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in court. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Healthcare Dealflow nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Opting out of arbitration under this section shall not be construed as opting out of Section 15 titled “Class Action Waiver” below. Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.
(viii) Arbitrator’s Decision. The arbitrator’s decision shall be controlled by the terms and conditions of these TOS and any of the other agreements referenced herein that the applicable user may have entered into in connection with the website. The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of the “Disclaimer and Limitation of Liability” section of these TOS as to the types and the amounts of damages or other relief for which a party may be held liable. Except for decisions in arbitrations that are joined together in a single batch, no individual arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration if authorized under applicable substantive law governing the claims in the arbitration.
(ix) Fees. If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Healthcare Dealflow will pay any filing and hearing fees in excess of $250 that the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or asserted in bad faith, in which case arbitration fees (including attorneys’ fees) may be imposed upon you consistent with the Arbitrator’s Rules and the standard for sanctions set forth in Federal Rule of Civil Procedure 11. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise, including as set forth in this Arbitration Agreement.
The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in subpart (vi)) provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.
(x) 30-Day Right to Opt Out. You have the right to opt out and not be bound by the Arbitration Agreement by sending written notice of your decision to opt out to email@example.com with the subject line, “ARBITRATION OPT-OUT”. The notice must be sent within thirty (30) days of (a) August 31, 2023; or (b) your first use of the Service, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, Healthcare Dealflow also will not be bound by it.
(xi) Changes. Healthcare Dealflow will provide thirty (30) days’ notice of any material changes to this “Mandatory Arbitration and Class Action Waiver” section. Any such changes will go into effect 30 days after Healthcare Dealflow provides this notice and apply to all claims not yet filed regardless of when such claims may have accrued. If Healthcare Dealflow changes this “Mandatory Arbitration and Class Action Waiver” section after the date you first accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration Agreement), you agree that your continued use of the Service 30 days after such change will be deemed acceptance of those changes.
15. Class Action Waiver.
You may only resolve Disputes with Healthcare Dealflow on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated or representative action. Except as described in Section 14(vi), class actions, class arbitrations, collective actions, private attorney general actions and consolidation with other arbitrations aren’t allowed.
17. Economic Sanctions & Export Controls
Healthcare Dealflow does not guarantee that the Service or its content is appropriate for use in all locations or for all purposes. By using the Service, you agree to comply with all applicable laws.
You affirm to Healthcare Dealflow that neither you nor anyone acting on your behalf will use the Service in violation of any international sanctions, including those imposed by the United Nations, United States, European Union, or the United Kingdom. This includes not using the Service for transactions involving Sanctioned Jurisdictions, Excluded Jurisdictions, Prohibited Parties, or any activities that would breach the economic sanctions of these entities.
Furthermore, you shall not use Healthcare Dealflow’s products or services in direct or indirect ways that would benefit or involve the Russian Federation in prohibited manners.
Each time you use the Service, you confirm that you, and anyone acting on your behalf, are not associated with any sanctioned or prohibited parties or regions.
You accept that Healthcare Dealflow has the right to change the content or technical specifications of any aspect of the Service at any time in Healthcare Dealflow’s sole discretion. You further accept that such changes may result in your being unable to access the Service. The failure of Healthcare Dealflow to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. Sections 2 through 10, 11(c), and 12 through 18 shall survive any termination of the TOS.
The section titles in the TOS are used solely for the convenience of you and Healthcare Dealflow and have no legal or contractual significance.
If any provision of the TOS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the TOS will remain in force.
19. Entire Agreement.
The TOS and any other terms and conditions of service on this site, and its successor, constitute the entire agreement between you and Healthcare Dealflow, govern your use of the Service, and supersede all prior or contemporaneous written or oral agreements between the parties with respect to the subject matter hereof. These TOS may not be amended, nor any obligation waived, without Healthcare Dealflow’s written authorization.
B. SUBSCRIPTION TERMS
1. Payment Policy
Subscriptions purchased via the Healthcare Dealflow’s Transactions & Insights Platform are billed annually. Your selected payment method will be charged automatically on a recurring annual basis. Your subscription will automatically renew, and you will be charged in advance of each billing cycle unless you cancel.
a. Individual Subscriptions
Individuals can purchase a Healthcare Dealflow Transactions & Insights subscription at the prevailing rate, which will grant them access to the platform for a year.
b. Group Subscriptions
Groups or organizations can purchase a subscription to the Healthcare Dealflow Transactions & Insights Platform. This subscription type allows multiple users from the same organization to access the platform for a year.
2. Cancellation & Refund Policy
To change or cancel your subscription, please sign in to your account.
Healthcare Dealflow reserves the right to issue refunds or credits at our sole discretion. If we do issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.
If you purchased your subscription through a third party, please refer to any terms and conditions provided to you in connection with the purchase.
a. Individual and Group Subscriptions
When cancelling an individual or group subscription, all future charges associated with future years of your subscription will be cancelled. You may notify us of your intent to cancel at any time; your cancellation will become effective at the end of your current annual billing period. You will not receive a refund, prorated or otherwise, for the remainder of the annual term. However, your subscription access and accompanying subscriber benefits will continue for the remainder of the current annual billing period.
3. Promotional Discounts & Introductory Offers
From time to time, Healthcare Dealflow offers introductory pricing at a reduced rate for a specified period of time (“Introductory Offers”). Introductory Offers can only be redeemed by first-time subscribers to the Platform. If you do not qualify for an Introductory Offer, we reserve the right to reject your order to reflect current subscriber pricing. Healthcare Dealflow may determine your eligibility for an Introductory Offer at any time without prior notice and with no liability, to the extent permitted under applicable law.
For all Introductory Offers, we will require you to provide payment details to start a Subscription to Healthcare Dealflow’s Transactions & Insights Platform. By providing such details, you agree that we will automatically charge the full price of the Paid Subscription on the first day following the end of the Introductory Offer on a recurring annual basis or another interval that we disclose to you in advance.
IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL YOUR SUBSCRIPTION BEFORE THE END OF THE INTRODUCTORY PERIOD BY CONTACTING CUSTOMER SUPPORT. IF YOU RECEIVED YOUR INTRODUCTORY OFFER THROUGH A THIRD PARTY, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH THE THIRD PARTY.
4. Acceptable Use
Access for Authorized Subscribers will be granted to a Healthcare Dealflow account associated with their Company/Organizational specific email address. Subscriber shall not use Healthcare Dealflow’s name, logo, trademark, service mark, or other designation in any manner without the prior written consent of Healthcare Dealflow. Healthcare Dealflow hereby grants to Client a non-exclusive, non-transferable, non-sub-licensable license to allow its Authorized Subscribers to consume Healthcare Dealflow content for personal use and for internal work-related, research, and general awareness purposes.
C. LINKING AND FRAMING TERMS AND CONDITIONS
YOU MAY NOT FRAME THIS WEB SITE, OR ANY PORTION THEREOF, EXCEPT AS PROVIDED HEREIN. IF YOU LINK TO THIS WEB SITE, OR ANY PORTION THEREOF, WE REQUIRE THAT YOU FOLLOW THESE TERMS.
1. Intellectual Property.
Upon linking to this Web site pursuant to the TOS, you will be granted a non-exclusive, non-transferable, royalty-free sub-license to use the “Healthcare Dealflow” mark solely for providing an underlined, textual link from your Web site to HealthcareDealflow.com. No other use of Healthcare Dealflow’s marks, names, or logos is permitted without express written permission from Healthcare Dealflow.
2. Restrictions on Linking to this Web Site.
Without limiting other provisions contained in our TOS, you may include a link(s) on your Web site to HealthcareDealflow.com’s publicly accessible Web pages (i.e., any Web page which does not require a login and password and/or restrict access). You may not link to HealthcareDealflow.com any site containing an inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material, or information that violates any applicable intellectual property, proprietary, privacy, or publicity rights, or is otherwise deemed inappropriate, as determined by Healthcare Dealflow in its sole discretion. The link to this site must not damage, dilute, or tarnish the goodwill associated with any Healthcare Dealflow names and/or intellectual property, nor may the link create the false appearance that your website and/or organization is sponsored, endorsed by, affiliated and/or associated with Healthcare Dealflow. Healthcare Dealflow reserves the right, in its sole discretion, to terminate a link with any website for any reason or no reason at all, including without limitation any website that Healthcare Dealflow deems to be inappropriate or inconsistent with or antithetical to this site and/or these TOS.
3. Restrictions on Framing Activities.
Healthcare Dealflow is concerned about the integrity of its Transactions & Insights Platform when accessed in a manner solely determined by third parties or viewed in a setting created by third parties. Specifically, we are concerned with activities such as bringing up or presenting content of our platform within another website (“framing”). In this context, without limiting the provisions contained in our TOS, you may not frame any web page from HealthcareDealflow.com, except with our express written permission. Furthermore, you may not archive, cache, or mirror any HealthcareDealflow.com web page or portions of a web page. If you wish to use, reprint, frame, or redistribute any HealthcareDealflow.com content other than as permitted herein, you must request permission from Healthcare Dealflow by writing to firstname.lastname@example.org. Please include:
(a) your name, e-mail address, and telephone number; (b) the name of your company; (c) the website address(es) where the proposed use will take place; (d) specific details about the contemplated linking or framing activities, including the content or web page(s) of our platform which you wish to use.
D. INQUIRIES REGARDING THIS SITE’S CONTENT
Email email@example.com for inquiries regarding this site’s content.
E. INTELLECTUAL PROPERTY ISSUES
1. General Inquiries:
Please send general inquiries regarding intellectual property issues to firstname.lastname@example.org.
2. Copyright Agent for Copyright Infringement Claims:
If you believe that any content appearing on this platform has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:
a. Your name, address, telephone number, and email address;
b. A description of the copyrighted work that you claim has been infringed;
c. The exact URL or a description of where the alleged infringing material is located;
d. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
e. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
f. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Copyright Agent: JC Lupis; email@example.com