SOLAR Compliance LLC (“we” or “us“) provides website features and other services to you when you visit the websites located at theorangereport.com, use our services, use our mobile application, if any, or use any software or other application we may make available in connection with the foregoing (collectively, “Services“). We provide the Services subject to the terms and conditions set out in this User Agreement (this “Agreement“).
By using the Website or the Services, you agree to these the terms and conditions set forth in this Agreement. Please read them carefully.
ACCEPTANCE, MODIFICATION AND UPDATES OF AGREEMENT
- Acceptance of Agreement . This Agreement is a binding agreement between you and us. This Agreement governs your access to and use of theorangereport.com and mobile applications that link or reference this Agreement (including all related documentation and information) (collectively the “Website“).
- Modification of Agreement. We may from time to time in our sole discretion modify the Agreement. You agree that your access to or use of the Website is governed by the Agreement in effect at the time of use or access. You are responsible for regularly reviewing the Website. By accessing or using the Website, you indicate your acceptance of any modifications to the Agreement.
- Updates . We may from time to time in our sole discretion develop and provide Website updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features. We will make a good faith effort to notify all active, registered users of material changes made to this Agreement and the date in which such changes take effect. All modified terms and conditions shall take effect immediately after posting to the Website, or upon the stated date included within the announcement. We further reserve the right to modify discontinue any or all Services at any time and without notice and without any liability or responsibility to you.
- Subscriber : A User that has signed up for a Subscriber account on the Website, including the payment of any required fees and the submission of any required information, and through such account has access to the Subscriber Content.
- Subscriber Content : Website Content that is made only available to Subscribers, at our sole discretion, including without limitation the full contents of audit reports of Suppliers.
- Supplier : Consultants and other companies, entities and individuals providing services relating to the pharmaceutical, medical device and biotech industries. Suppliers may sign up for accounts on the Website at varying levels, as described further on the Website.
- User or You : Any person accessing the Website.
- Website Content : All information regarding Suppliers made available on the Website, including without limitation Subscriber Content.
- Intellectual Property Content . The Website and the Services contain copyrighted material, inventions, know how, potential patentable business methods and trade secrets, design logos, phrases, names, logos or applications and code, including without limitation the Website Content (collectively the “Intellectual Property Content“) all of which, unless otherwise indicated and/or provided pursuant to a third party license, are our sole property and we retain all appurtenant rights, interests and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the “look”, “feel”, “appearance” and “graphic function” of the Website and the Services including but not limited to its color combinations, sounds, layouts and designs. Except as specifically described herein, your use of the Services does not confer upon you any license or permission to use our (or any third party’s) Intellectual Property Content. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, or use it in any other way for public or commercial purpose. All other trademarks, service marks and copyrights are held by their rightful owners.
- Limited License . We grant to you a non-exclusive, non-transferable (except as permitted below), world-wide, limited license to make use of the Services which you utilize. This license does not include any resale of Services, or any sale of any Website Content; any collection and use of any quotes, offers, listings, descriptions, or prices; any derivative use of any Service or its contents; any downloading or copying of account information; or any use of data mining, robots, or similar data gathering and extraction tools.
- Reserved Rights and Prohibitions . All rights not expressly granted to you in this Agreement are reserved and retained by us and our licensors, suppliers, users, rights holders, or other content providers. No portion of any the Services may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may use the Services only as permitted by law and this Agreement.
- Confidentiality . The Intellectual Property Content is confidential and shall be our sole and exclusive intellectual property and proprietary information. You agree to use Intellectual Property only for the specific purposes as allowed by the performance of this Agreement. Any disclosure of Intellectual Property Content to a third party specifically including a direct competitor is strictly prohibited and will be vigorously challenged in a court of law. All obligations contained herein shall survive the termination of this Agreement. Furthermore, you acknowledge that Intellectual Property Content is proprietary, confidential and extremely valuable to us, and that we would be materially damaged by your disclosure of Intellectual Property Content. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that we shall be entitled to injunctive relief.
- User Warranties . You hereby represent and warrant to us that: (a) you have all requisite rights and authority to use the Website pursuant to these Agreement and to grant all applicable rights herein; (b) the performance of your obligations under these Agreement will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between you and third parties; (c) you will use the Website for lawful purposes only and subject to these Agreement; (d) you are solely responsible for maintaining the confidentiality of your account names and password(s); (e) you agree to immediately notify us of any unauthorized use of your account of which you become aware; (f) you agree that we will not be liable for any losses incurred as a result of a third party’s use of your account, regardless of whether such use is with or without your knowledge and consent; (g) any information submitted to us by you is true, accurate, and correct; and (h) you will not attempt to gain unauthorized access to the Website, other accounts, computer systems, or networks under our control or responsibility through any unauthorized means.
- Disclaimer of Warranties by SOLAR Compliance . The purpose of the Website is to connect Users, particularly Subscribers, to Suppliers and to the information that we have developed regarding Suppliers and their operations and practices. In developing such information, we rely upon information provided to us by Suppliers, and upon investigations and other activities that we perform. While we strive to provide accurate information in the Website Content, because significant portions of that information are provided by Suppliers, we are unable to guarantee the accuracy of the Website Content. Consequently, SOLAR Compliance LLC hereby expressly disclaims any and all representations or warranties, express or implied, relating to the Website Content or its accuracy, including without limitation implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement . All Users agree to release, hold harmless, indemnify and defend SOLAR Compliance LLC from any and all liabilities, obligations, losses, or claims of any kind relating to the use by the User of any information contained in the Website Content, or the use of any service provided by any Supplier. The Website Content is provided “AS IS” and with all faults and defects, without warranty of any kind.Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.
- Price Changes . Users will be notified of any price changes to the Services at the time the User requests new Services.
- Information You Submit . You solely are responsible for any information you provide to us, directly or through the Website, or through any other use of the Services. All information you provide to us must be true, legal, accurate, and non-fraudulent. You authorize us to use the information you supply to us in connection with the Services and in accordance with this Agreement.
- User Submitted Information . In the event the Website or the Services permit Users to post or exchange communications, content and/or information (collectively ” User Submitted Information“):
- No Control Over User Submitted Information . The Website and the Services act as a passive conduit for any and all communication and/or distribution of User Submitted Information. We have no control, editorial or otherwise, over any User Submitted Information, and specifically, over the content of such User Submitted Information. We do not and will not ensure the accuracy or reliability of User Submitted Information nor will we act as a monitor over the content of such User Submitted Information. However, we do reserve the absolute right to remove or restrict any communication or information that you may post to the Website or the Services that is in violation of this Agreement. You assume legal responsibility for all damages incurred as a result of any of your online communication or distribution of User Submitted Information;
- Your Representations Regarding User Submitted Information; License . You expressly represent and warrant the following: (i) you are the owner, with all appurtenant rights thereto, of any and all User Submitted Information; or (ii) you are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce and distribute such User Submitted Information. To only that extent required to allow us to use such User Submitted Information and not violate your rights in the same, you grant to us a royalty free, transferable, worldwide, perpetual, irrevocable, sub-licensable, non-exclusive license to use and to create derivative works from, for any purpose, such User Submitted Information, and to exercise the copyright, publicity and database rights that you have in such User Submitted Information, without notice or compensation to you. You further represent and warrant that any and all such User Submitted Information:
- will not violate any international, federal or state law, regulation, rule, or statute;
- will not violate the terms of this Agreement;
- will not infringe any third party’s intellectual property rights including but not limited to copyright, patent or trademark rights;
- will not be used for commercial or public purposes outside of the requirements of this Agreement;
- will not knowingly create liability for SOLAR Compliance LLC through your use of the Website or the Services;
- will not frame or link to the Website or our Services without our written permission; and
- will not knowingly involve the upload, or insertion of, any programming language or code into or onto the Website or the Services.
- Prohibited Activities . We may suspend any User’s account, in our sole discretion, if we determine or suspect a User has engaged in prohibited activities on the Website or in connection with the Services. We reserve the right to edit, amend, or delete any prohibited or malicious content that members submit on the Website or the Services. Users may not manipulate or attempt to manipulate other Users’ accounts. Other prohibited activities include but are not limited to:
- making Website Content or Subscriber Content available to any other person, including without limitation copying or pasting Subscriber Content to other websites or into marketing, advertising or other materials;
- inviting Subscribers to obtain Subscriber Content through means other than the Website;
- to the extent the Website or the Services permit Users to leave comments or reviews on Suppliers, (i) improperly influencing in any manner, or causing another to, improperly influence or manipulate in any manner comments or reviews left by Users, or (ii) otherwise attempting to improperly influence reviews or a Supplier’s appearance on the Website (including without limitation by leaving a review for your own business or services);
- representing to any person that direct services between Users and Suppliers can be arranged through the Website or the Services, or actually using or attempting to use the Website or the Services for the arrangement of direct services;
- causing another person or entity to engage in any conduct, act or behavior intended or designed to circumvent or avoid, in any manner, any fees we charge;
- providing on the Website or the Services any individually identifiable personal information, including without limitation website addresses, fax numbers, phone numbers or email addresses.
- Dispute Resolution Relating to Supplier Services . The purpose of the Website is to connect Users, particularly Subscribers, to Suppliers and to information that we have developed regarding Suppliers and their operations and practices. We do not, and will not, provide any specific endorsement of any Supplier or any services a Supplier may offer, and we are not involved in any transaction that a User ultimately may enter into with a Supplier for the provision of services. We are not responsible for resolving any disputes between any User and any Supplier regarding transactions or related services or activities engaged in by Users and Suppliers. It is the responsibility of Users and Suppliers to resolve all monetary disputes, damage claims, breach of contract claims, or other claims, that may relate to services provided by Suppliers, outside of the Website and the Services, and without our involvement. SOLAR Compliance LLC shall have no liability for, and you release and agree to indemnify, defend and hold harmless SOLAR Compliance LLC from any and all liability arising from or relating to any dispute you may have with a Supplier.
INFORMATION REGARDING AUDITS
- Additional Terms for Audits . Suppliers that sign up for certain forms of accounts will be eligible to have an audit performed by us and to have the results of that audit made available as part of the Subscriber Content. Suppliers that sign up for audit-eligible forms of accounts also agree to the following terms and conditions:
- Consent to Audit . The Supplier consents to our conducting an audit as described in this Agreement. We may supply additional terms for the conducting of such audit.
- Access . The Supplier will grant us reasonable access to on-site facilities and other Supplier documents and information as we request, with such access to be arranged at mutually agreeable times. In the event that we determine, in our reasonable discretion, that the Supplier has failed to provide such access as required, we may refuse to conduct the audit or to include any information about such audit on the Website, may retain any amounts previously paid by the Supplier, and will have no obligation to refund such amounts.
- Conducting of Audit . Upon being granted on-site Supplier facility access, along with access to other requested documents and information, we shall use commercially reasonable efforts to conduct an audit of such Supplier in accordance with its typical timeframes and procedures.
- Audit Report; Ownership of Report and Information . Upon conclusion of the audit and preparation of the audit report, we will make the audit report available as part of the Subscriber Content. We are the sole owner of the audit report and all information contained in the audit report.
- Provision of Copy to Supplier; Limited License . We also shall provide a copy of the audit report to the Supplier, and grant to the Supplier a limited, non-exclusive, non-transferable, non-licensable, right to use the audit report solely for the Supplier’s and its affiliates’ internal business operations. The Supplier shall not distribute the audit report or any of the information contained therein to any other party.
- Changes to Report . We shall have no obligation to change or revise information contained in any audit report. If a Supplier believes that information was erroneously included in a report, the Supplier may notify us, but we shall have sole discretion as to whether to change or revise any information contained in the report. If a Supplier continues to maintain an audit-eligible form of account with us, the Supplier also can provide additional, supplemental, or updated information in connection with the conducting of the audit for the next audit cycle (typically once per year, but subject to change).
OUR MOBILE APPLICATION
- Usage . If we make available a mobile application, when using the Services on a mobile device and/or our mobile application, you shall: (a) observe all traffic laws and otherwise drive safely; (b) use your good personal judgment while driving, (c) not interact with the app, unless your vehicle is stationary and legally parked; (d) not use the Services for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes.
- Compatibility . We do not warrant that the mobile application will be compatible or interoperable with your mobile device or any other piece of hardware, software or equipment. Compatibility and interpretability problems can cause the performance of your mobile device to diminish or fail completely, and may result in permanent damage to your mobile device, and corruption of the software of and files located on your mobile device, and we shall have no liability should these problems arise. You assume all responsibility and risk for the use of the Services and mobile applications.
- No Obligation Regarding Versions . You may only access the Services using authorized means. It is your responsibility to check to ensure you download the correct application for your device. We are not liable if you do not have a compatible mobile device or if you download the wrong version of the application for your mobile device. We reserve the right to terminate the Services and the use of any mobile application or version thereof, including without limitation in the event you use the Services or mobile application with an incompatible or unauthorized device. You will comply with all applicable law from your home nation, the country, state and/or city in which you are present while using the Services or mobile application.
- No Agency . Your agreeing to be bound by the terms of this Agreement and/or your use of the Services, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with us.
- Release and Indemnity Regarding Disputes among Users . Should you have a dispute with one or more other Users, you release and agree to hold harmless, indemnify and defend us and our owners, governing persons, agents, and employees from and against all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes, including without limitation any injuries or damage to property.
- Release and Indemnity Regarding Your Actions . You agree to release, hold harmless, indemnify and defend us and our owners, governing persons, agents, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, made by any third party due to or arising out of your acts or omissions relating to this Agreement, your negligence, your breach of this Agreement, or the breach of any separate agreement made between you and any another party (including without limitation a Supplier) or any violation by you of any law or the rights of a third party.
- Taxes . You are solely responsible for any and all taxes, levies, charges and fees incurred or that may be payable to any taxing authority in connection with the transactions hereunder, other than any income tax incurred by SOLAR Compliance. All fees stated for use of the Services are net of any applicable taxes.
- Record Keeping/Audit . SOLAR Compliance reserves the right to keep, review, inspect, and copy all records of any and all transactions and communications between you and other Users for administration purposes and to determine compliance with this Agreement in accordance with all applicable laws and regulations, and if kept, will maintain such records in accordance with our typical document retention and destruction policies,
- Non-solicitation . During the term of this Agreement you shall not solicit to hire nor hire our employees of whom you become aware of through the performance of this Agreement. Furthermore, you shall not otherwise interfere with any of SOLAR Compliance’s other business relationships including but not limited to those with other Users. Specifically, you shall not knowingly, directly or indirectly, solicit or attempt to solicit, divert, and/or send marketing content relating to any products or services similar to those offered by SOLAR Compliance to any User you originally became aware of or established a relationship with through SOLAR Compliance, whether through the Website or otherwise.
- Unsolicited Idea Submission . We always want to receive messages and feedback from Users and welcome any comments regarding the Website or the Services. However, our policy does not allow us to accept or consider ideas, suggestions, or proposals other than those we specifically request. The intent of this policy is to avoid the possibility of future misunderstandings when new functionality and features we develop internally might be similar or even identical to your idea. If you do send us an unsolicited suggestion, idea, or proposal, or if you send, at our request, a comment or suggestion to improve the Website or the Services (for example, through discussion boards or via email) (collectively, the “Submission“), we will consider the Submission to be non-confidential and non-proprietary. We shall have no obligations concerning the Submission, contractual or otherwise (including but not limited to an obligation to keep the Submission confidential), and shall not be liable for any use or disclosure of any Submission. We shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without notice or compensation to you.
- Remedies . Remedies for use of the Website or the Services that violate this Agreement or our policies include, but are not limited to, issuing a warning, suspending or terminating your account and/or your access to the Website and the Services, notifying our Users of your actions, and refusing to provide Services to you.
- Legal Compliance . You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website and the Services.
- Arbitration . Any legal claim arising out of or relating to this Agreement or the Services, excluding legal action taken by us to collect our fees and/or recover damages for, or obtain an injunction relating to, our operations, intellectual property, and the Services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted in Austin, Texas before a single arbitrator, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.
- Trademark and Domain Name Protection . The Website and the Services contain trademarks, trade names, trade dress, service marks, domain names or other indicia of ownership (collectively the “Marks“) owned or licensed for use by SOLAR Compliance. Unless otherwise agreed to in a writing signed by SOLAR Compliance that specifically references this section, no right, property, license, permission or interest of any kind in or to the Marks is or is intended to be given or transferred to or acquired by you pursuant to the execution, performance or non-performance of this Agreement or any part thereof. You shall in no way contest or deny the validity of, our right of title to or license of use for, the Marks, and you shall not encourage or assist others directly or indirectly to do so, during the term of this Agreement and thereafter. You shall not utilize the Marks in any manner that would diminish their value or harm their reputation. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Website or Services without express written consent. You may not use any meta tags or any other “hidden text” utilizing SOLAR Compliance’s name or trademarks without the express written consent of SOLAR Compliance. You shall not use or register any domain name that is identical to or similar to any of the Marks.
- Security . We use industry standard practices to safeguard your personal information. We utilize several different security techniques to protect data from unauthorized access, but we cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of the Website and the Services can be interrupted by numerous factors outside of our control.
- Governing Law and Venue . This Agreement and your use of the Website and the Services shall be governed by the laws of the State of Texas, without regard to its conflict of laws principles. Exclusive venue for any dispute that cannot be submitted to arbitration as required by this Agreement shall be in any court of competent jurisdiction in Travis County, Texas.
- Other Agreement and Conditions . We have the sole discretion to set forth and post additional terms and conditions for your use of the Services at various places throughout the Services. Such additional terms and conditions shall be considered an effective amendment to this Agreement and said terms and conditions shall be incorporated herein. If there is any conflict between those additional terms and conditions and the specific terms and conditions set forth herein, the terms and conditions set forth in those additional terms shall govern.
- No Modification; Severability; Waiver; Attorneys’ Fees; Interpretation . This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by applicable authority, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys’ fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.
CERTAIN DEFINED TERMS
OUR INTELLECTUAL PROPERTY
PAYMENTS, CHARGES AND FEES
YOUR USE OF THE WEBSITE AND SERVICES