Effective Date: [1/20/20]
The Drug, Chemical & Associated Technologies Association (“DCAT,” “we,” “us” or “our”) powers relationships and industry knowledge for companies engaged in the business of pharmaceutical development and manufacturing. DCAT is a 501(c)6, not-for-profit, member-supported, global business development association whose unique membership model integrates both innovator and generic drug manufacturers and suppliers of ingredients, development and manufacturing services, and related technologies.
Certain areas, features, or functionality of the Sites may be subject to different or additional terms, rules, guidelines or policies (“Additional Rules”), and we may provide such Additional Rules to you via postings, pop-up notices, links, or other means at the time that you access or use the relevant area, feature or functionality. From time to time, such additional rules may conflict with these Terms. In the event of such a conflict, the Additional Rules will control.
IMPORTANT NOTICE: PLEASE NOTE THE ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER SET FORTH BELOW, WHICH REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.
The information on the Sites is provided for general information purposes only. This information cannot, and is not intended to, substitute for the advice of a physician or other health care provider, as applicable. Similarly, the information on the Sites should not be considered medical advice and is not intended as medical advice. You should not use the information provided on the Sites to diagnose or treat any medical condition or to make any other decision. You should always obtain complete medical information about any drugs or medical products by discussing the appropriate use of any such drugs or products directly with your healthcare provider or veterinarian. If you are experiencing a medical emergency, you should not rely on any information on the Sites and should seek appropriate emergency medical assistance, such as calling “911”.
ACCOUNT CREATION AND PASSWORDS
To access certain portions of the Sites, you must be an authorized representative of a DCAT member organization with an online account. If you apply for DCAT membership and/or create an account, you represent that you are authorized by your organization to do so. You agree to provide truthful and accurate information during the account creation process. You also agree to maintain the accuracy of any submitted data. If you provide any information that is untrue, inaccurate, or incomplete, we reserve the right to terminate the account and suspend your and/or your organization’s use of any and all of the Sites.
You are responsible for preserving the confidentiality of your account password and will notify us of any known or suspected unauthorized use of your account. You agree that you are responsible for all acts or omissions that occur on your account while your password is being used.
COPYRIGHT AND TRADEMARK OWNERSHIP
The Sites and their content, features and functionality, including, without limitation, information, text, graphics, logos, button icons, images, audio clips (including podcasts), video clips, data compilations and the design, selection and arrangement thereof (collectively, the “DCAT Content”), are the exclusive property of DCAT, our licensors, or other content suppliers, and are protected by United States and international copyright, trademark, patent and other intellectual property or proprietary rights laws, and may not be used or exploited in any way without our prior written consent.
We are providing you with access to the Sites pursuant to a limited, non-exclusive, non-sub-licensable, non-transferable, revocable license. Except as otherwise provided or granted by DCAT, you may use the Sites for personal, non-commercial use, and subject to these Terms. This license is available to you as long as you are not barred from the Sites by applicable law and your access is not terminated by us. If these Terms are not enforceable where you are located, you may not use the Sites. DCAT reserves all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.
Under this license, you may download information from the Sites and print out a hard copy provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained thereon. Except as otherwise expressly stated herein, you may not modify, copy, distribute, display, reproduce, sell, license, or create derivative works from any DCAT Content, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of DCAT or any applicable third party suppliers. Any unauthorized use of the DCAT Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. You agree to comply with reasonable written requests from us to help us protect our proprietary and intellectual property rights.
YOUR INTELLECTUAL PROPERTY RIGHTS AND LICENSE GRANT
Some features on our Sites, either now or in the future, may allow you to post or submit communications and content on or through the Sites (“Your Content”). You own any intellectual property rights to Your Content, but you automatically grant, or warrant that you and/or the owner of such content has expressly granted DCAT a royalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display Your Content in any media or medium, or any form, format, or forum now known or hereafter developed. We may sublicense these rights through multiple tiers of sublicenses. You are responsible for Your Content, and acknowledge that once published, we cannot always remove it. DCAT shall have the right but not the obligation to monitor content posted or submitted by users on the Sites to determine compliance with these Terms and any other operating rules that may be established by DCAT from time to time.
Communications and content submitted on or through the Sites shall not be deemed confidential and DCAT shall not have any obligation to keep any such material confidential. DCAT shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products incorporating such information.
By using the Sites, you agree not to use the Sites in any manner that:
- Is designed to interrupt, destroy or limit the functionality of, any computer software or hardware or telecommunications equipment (including by means of software viruses or any other computer code, files or programs);
- Interferes with or disrupts the Sites, services connected to the Sites, or otherwise interferes with operations or services of the Sites in any way;
- Infringes any copyright, trademark, trade secret, patent or other right of any party, or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
- Consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- Causes DCAT to lose (in whole or in part) the services of our Internet service providers or other suppliers;
- Links to materials or other content, directly or indirectly, to which you do not have a right to link;
- Is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, as determined by DCAT in our sole discretion;
- Copies, modifies, creates a derivative work of, reverse engineers, decompiles or otherwise attempts to extract the source code of the software underlying the Sites or any portion thereof;
- Violates, or encourages to violate, any applicable local, state, national, or international law, regulation, or order.
LINKS TO EXTERNAL SITES
The Sites may contain links to other websites. We are not responsible for the availability of these external websites nor do we necessarily endorse the activities or services provided by these websites. Under no circumstances shall we be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of or reliance on any content, goods or services available on such external websites.
Without the prior written permission of DCAT, you may not frame, or make it appear that a third-party site is presenting or endorsing, any of the content of the Sites, or incorporate any intellectual property of the Sites, DCAT, or any of its licensors into another website or other service.
DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED UNDER LAW AND SAVE FOR THE RIGHTS GRANTED TO CONSUMERS UNDER APPLICABLE LAWS, THE SITES AND THE CONTENT ON THE SITES ARE PROVIDED “AS IS.” DCAT MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SITES OR THE CONTENT OR COMMUNICATIONS ON THE SITES, OR ANY WEBSITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SITES, TO THE EXTENT PERMITTED BY LAW. DCAT DISCLAIMS IMPLIED WARRANTIES THAT THE SITES AND ALL SOFTWARE, CONTENT AND SERVICES, INFORMATION DISTRIBUTED THROUGH THE SITES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DCAT OR A REPRESENTATIVE SHALL CREATE A WARRANTY.
WE DO NOT GUARANTEE THAT THE SITES WILL MEET YOUR REQUIREMENTS, OR THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE SITES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.
FURTHER, DCAT DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE SITES. UNDER NO CIRCUMSTANCES WILL DCAT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT ON THE SITES.
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER LAW, DCAT WILL HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) FOR ANY DAMAGES OR LIABILITIES, INCLUDING DIRECT, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING ANY LOSS OF DATA, REVENUE OR PROFIT OR DAMAGES ARISING FROM PERSONAL INJURY/WRONGFUL DEATH) ARISING WITH RESPECT TO YOUR USE OF THE SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO DAMAGES ARISING FROM (i) USE OF OR INABILITY TO USE THE SITES, (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS BY THIRD PARTIES, (iv) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE SITES, OR (v) ANY OTHER MATTER RELATING TO THE SITES.
In addition, when using the Sites, information will be transmitted over a medium which is beyond the control and jurisdiction of DCAT, its partners, advertisers, and sponsors or any other third party mentioned on the Sites. Accordingly, DCAT assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Sites.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You agree to defend (at DCAT’s option), indemnify, and hold DCAT harmless from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to your misuse of the Sites or any breach by you of these Terms. We reserve the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter.
DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE
By using the Sites, you and DCAT agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Sites or the breach, enforcement, interpretation, or validity of these Terms or any part of them, except for disputes that qualify for small claims court or those related to DCAT’s intellectual property (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute.
Notice to us shall be sent to:
The Drug, Chemical & Associated Technologies Association
One Union St., Suite 208
Robbinsville, NJ 08691
Notice to you shall be sent to the address we have on file for you, if any.
Both you and DCAT agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party. IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights. All such disputes shall be exclusively submitted to JAMS (www.jamsadr.com) for binding arbitration under its rules then in effect, before one arbitrator to be mutually agreed upon by both parties.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable.
CHOICE OF LAW AND CHOICE OF FORUM
Notice and Procedure for Making Claims of Copyright Infringement.
Pursuant to Title 17, United States Code, Section 512(c)(2), if you believe that your work has been copied in a way that constitutes copyright infringement on the Sites, notification may be sent to DCAT’s Designated Agent. The Designated Agent to receive notification of claimed infringement for DCAT is:
Margaret M. Timony
Drug, Chemical & Associated Technologies Association, Inc.
One Union St., Ste. 208Robbinsville, NJ 08691
To be effective, the notification must be a written communication that includes the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material 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 the material;
- Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an e-mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
- 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.
We may give notice to any users responsible for content removed or disabled pursuant to a copyright infringement notification by means of a general notice on any of our websites, electronic mail to a user’s e-mail address in our records, or written communication sent by first-class mail to a user’s physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the Designated Agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from you, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a federal district court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
MODIFICATION AND TERMINATION
We reserve the right to modify these Terms at any time. When we do so, we will update the “Effective Date” above. By continuing to use the Sites, or any portion thereof, after we post any such changes, you accept these Terms, as modified.
We shall have the right to immediately terminate these Terms with respect to any user which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms. More generally, we may change, restrict access to, suspend or discontinue the Sites, or any portion of the Suites, at any time and at our sole discretion.
- No waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches. If DCAT does not exercise or enforce any legal right or remedy which is contained in these Terms (or which DCAT has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of DCAT’s rights, and all such rights or remedies shall still be available to DCAT.
- Severability. If any provision of these Terms is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
- Entire Agreement. These Terms and any Additional Rules set forth the entire understanding and agreement between us with respect to your use of the Sites.
- Assignment. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent.We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction.
- No Relationship. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and DCAT.
If you have any questions, comments or concerns about these Terms, please contact us at:
The Drug, Chemical & Associated Technologies Association
One Union St., Suite 208
Robbinsville, NJ 08691
Toll free: +1-800-640-DCAT (3228)