general Terms and conditions for membership services
1. Applicability.
(a) These terms and conditions for services (these "Terms") are the only terms that govern the provision of membership services by LINKING PHARMA WOMEN, LLC ("Linking Pharma Women") to you ("Customer").
(b) The accompanying registration (the "Registration") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Registration, these Terms shall govern, unless the Registration expressly states that the terms and conditions of the Registration shall control.
2. Services. Linking Pharma Women shall provide the membership services to Customer as described in the Registration and further described at www.linkingpharmawomen.com (the "Services") in accordance with these Terms.
3. Performance Dates. Linking Pharma Women shall provide the Services to Customer on the date specified in the Registration.
4. Customer's Obligations. Customer shall:
(a) respond promptly to any Linking Pharma Women request to provide information, approvals, or authorizations that are reasonably necessary for Linking Pharma Women to perform Services in accordance with the requirements of this Agreement; and
(b) provide such Customer materials or information as Linking Pharma Women may reasonably request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects.
5. Customer's Acts or Omissions. If Linking Pharma Women's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer, Linking Pharma Women shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
6. Fees and Expenses. In consideration of the provision of the Services by Linking Pharma Women and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Registration.
7. Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
8. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Linking Pharma Women in the course of performing the Services, including any items identified as such in the Registration (collectively, the "Deliverables") shall be owned by Linking Pharma Women.
9. Use of Image and Identifying Information. Customer grants Linking Pharma Women permission to use any images taken of Customer by or on behalf of the Linking Pharma Women during the provision of the Services by Linking Pharma Women for commercial or non-commercial materials and collateral, including, but not limited to, Linking Pharma Women’s websites, publicly-filed documents, presentations, signage and advertisements. Customer acknowledges and agrees that Customer will not receive any additional compensation for such use and hereby releases the Linking Pharma Women and anyone working on behalf of Linking Pharma Women in connection with the use of Customer’s images. In addition to the use of Customer’s image(s) as provided above in this Section 9, Customer grants Linking Pharma Women permission to use or display Customer’s provided headshot, name, company, title, and location on www.linkingpharmawomen.com or in Linking Pharma Women’s presentations, signage and advertisements. Customer may opt out of these uses by Linking Pharma Women by providing a written request to Linking Pharma Women according to the notice provisions contained herein.
10. Disclaimer of Warranties. LINKING PHARMA WOMEN MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
11. Limitation of Liability.
(a) IN NO EVENT SHALL LINKING PHARMA WOMEN BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT LINKING PHARMA WOMEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL LINKING PHARMA WOMEN'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO LINKING PHARMA WOMEN PURSUANT TO THE REGISTRATION
12. Termination. In addition to any remedies that may be provided under this Agreement, Linking Pharma Women may terminate this Agreement with immediate effect upon written notice to Customer, if Customer has not otherwise performed or complied with any of the terms of this Agreement or any rules related to Customer’s membership as provided by Linking Pharma Women to Customer, in whole or in part.
13. Waiver. No waiver by Linking Pharma Women of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Linking Pharma Women. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
14. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Linking Pharma Women hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemic, epidemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) other similar events beyond the control of the Impacted Party. The Impacted Party shall give notice within two (2) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of fourteen (14) days following written notice given by it under this Section 14, either may thereafter terminate this Agreement upon five (5) days' written notice.
15. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Linking Pharma Women. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
16. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
17. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
18. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Indiana.
19. Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Indiana in each case located in the County of Hamilton, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
20. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Registration or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
21. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
22. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Governing Law; Jurisdiction; and Survival.
23. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.