Stem Cell Reference, www.stemcellreference.com and it’s associated websites (“Stem Cell Reference Sites”) allow advertising from third parties (“Advertisers”), which may include but is not limited to logos, banners, badges, contextual advertising, modules, links, microsites, native advertisements and other content created or provided by an Advertiser (collectively referred to as “Advertisements” or “Advertising”). The Advertiser is responsible for the content and accuracy of their Advertising. The following guidelines have been established by Stem Cell Reference to govern various aspects of Advertising on www.stemcellreference.com and it’s associated Sites, including websites and mobile applications directed to consumers, websites and mobile applications directed to healthcare professionals, scientists and organizations.
The guidelines in this policy govern issues such as acceptance of Advertisements by Stem Cell Reference, how Advertisements are displayed on the Stem Cell Reference Sites, and the removal of Advertisements from Stem Cell Reference Sites. Stem Cell Reference has sole and absolute discretion with respect to interpretation and enforcement of this policy and all other issues associated with Advertising on the Stem Cell Reference Sites. Stem Cell Reference may change this policy at any time in its sole discretion by posting a revised policy to the applicable Site.
Stem Cell Reference has sole discretion for determining the types of Advertising that will be accepted and displayed on the Stem Cell Reference Sites, and under no circumstances will Stem Cell Reference acceptance of any Advertisement be considered an endorsement of the product(s) and/or service(s) advertised or for the company that advertises, manufactures, distributes, or promotes the products or services. At no time will Stem Cell Reference’s acceptance of any Advertisement be considered a warranty or guarantee of that Advertiser’s products or services.
There are certain categories of Advertisements that Stem Cell Reference Sites will not accept and will not knowingly permit on the Stem Cell Reference Sites. These categories include but are not limited to the following: Illegal, ‘objectionable’, ‘ineffective’ and/or ‘dangerous’ products (Stem Cell Reference reserves the right to determine what is ‘objectionable’, ‘ineffective’ and/or ‘dangerous’) fraudulent, deceptive, illicit, misleading or offensive material that misrepresents, ridicules, discriminates (real or implied) or attacks an individual or group on the basis of age, national origin, race, religion, gender, sexual orientation, marital status, disability or any other status deemed inappropriate for the Stem Cell Reference Sites.
All Advertising on the Stem Cell Reference Sites will be clearly and unambiguously identified. Stem Cell Reference will not allow any Advertising on any Site that is not identified with the label of “Advertisement”. A click on an Advertiser’s link will take the end user to the Advertiser’s website or to relevant sponsored content outside of Stem Cell Reference Sites.
Stem Cell Reference Sites cannot provide any assurances that Advertisements will perform without error on all platforms, including websites and mobile applications. Stem Cell Reference Sites retains the exclusive right to determine how any and all search results for specific information by keyword or topic are displayed.
Stem Cell Reference reserves the right to decide at any time in its sole discretion whether it will accept, reject, cancel, or remove Advertising from the Stem Cell Reference Sites. It is the Advertiser’s responsibility to comply with all domestic and foreign laws and regulations applicable to its Advertising within the Stem Cell Reference Sites (and to include all legally required legends, disclosures and statements in such Advertising), including without limitation the current FDA guidelines for Direct to Physician (DTP) and Direct to Consumer (DTC) advertising. Stem Cell Reference will not monitor compliance with such laws and regulations. However, Stem Cell Reference reserves the right to review all Advertising for compliance with applicable laws and regulations and, if Stem Cell Reference becomes aware of any breach or potential breach of any applicable law or regulation or of these guidelines, Stem Cell Reference may remove the Advertising from the Stem Cell Reference Sites.
No Advertising on the Stem Cell Reference Sites shall include any pixels, tags, flash containers or any other type of information collection software code or any such pixel, tag, code or device and shall not place any beacons, cookies or other information collection devices on the browsers of users of the Stem Cell Reference Sites unless expressly approved in writing by Stem Cell Reference.
stemcellreference.com is an independent clearinghouse for accurate, up to date, peer-reviewed information related to stem cells and regenerative medicine. It is considered to be a mobile app and a web-based portal which is built on 4 platforms; Patients, Doctors, Research and Industry. All platforms are open access so that visitors are not required to register or pay to access the content, and all visitors can access all platforms with no restrictions. The site is multilingual and mobile friendly, containing live links to clinicaltrials.gov and the National Library of Medicine medical literature database. Other features include, but are not limited to, links to current news stories, a calendar listing of all stem cell meetings throughout the world, global centers of excellence in clinical and scientific stem cell applications, links to stem cell journals and textbooks as well as regulatory experts.
This agreement is between stemcellreference.com and you, your company and affiliated organization (“Client”).
CONSENT TO RECEIVE EMAIL
By establishing a paid or trial account with stemcellreference.com, Client consents to receive periodic email communication from us concerning services and billing, including without limitation, notices of service updates, payment transactions, payment methods, and other correspondence required for administration of the Service. stemcellreference.com does not provide paper invoices, payment receipts or instructions; Client is expected to manage the Service through the stemcellreference.com administrative team. It is the responsibility of the client to keep an up to date email address on file with stemcellreference.com at all times.
RESALE AND TRANSFER
Client is expressly prohibited from reselling or transferring the service to any other person or company, for any purpose, without advance express written permission from stemcellreference.com.
UNAUTHORIZED COMMERCIAL USE
This Service Agreement is between stemcellreference.com and Client. Client agrees to not make the Service Agreement available to unaffiliated persons, whether or not Client generates income from this practice. If stemcellreference.com, in its sole discretion, believes that Client’s account is being used by unauthorized persons, Client’s account may be immediately suspended or canceled without prior notice to you.
The Service is offered on a month-to-month basis, beginning on the date stemcellreference.com activates Service, and automatically renews on a monthly basis. If Client cancels Service prior to the end of the monthly, CLIENT WILL NOT BE ENTITLED TO BILLING CREDITS OR REFUNDS FOR THE UNUSED PORTION OF THE BILLING PERIOD. If cancellation is received prior to the end of a contractual term, payment for said term will apply.
FREE TRIAL OFFER
From time to time, stemcellreference.com may allow clients to subscribe pursuant to a promotional offer granting a Free Trial for Service (“Free Trial”). Free Trial subscribers will receive free use of the Service solely for a limited period of time and all use of the Service shall be subject to the terms herein, plus all other restrictions, limitations and conditions identified in the specific promotional offer. Notwithstanding any other provision in this Agreement, all Free Trial subscriptions are provided solely as an accommodation to the subscriber, and stemcellreference.com reserves the right, at all times in its sole discretion, to terminate any Free Trial at any time without notice. Once the Free Trial period expires, the subscriber will be ineligible to subsequently establish another Free Trial account under the same or any other identity, unless expressly permitted to do so under the terms of a specific promotional offer.
PROMOTIONAL OFFERS FOR NEW ADVERTISERS
From time to time, stemcellreference.com may offer discounts and/or special incentives exclusively for new clients. Notwithstanding any other provision in this Agreement, stemcellreference.com reserves the right, at all times in its sole discretion, to terminate any promotional offer at any time without notice. Unless expressly permitted under the terms of a specific promotional offer, current and former clients, under the same or any other identity, are ineligible for any promotional offer reserved for new clients.
TERMINATION FOR CAUSE
Either party may terminate this Agreement at any time in the event that the other party breaches any provision of this Agreement in any material respect and fails to cure such breach within 30 days after receipt of written notice of such breach. Notwithstanding the foregoing, stemcellreference.com may terminate this Agreement and/or suspend the provision of the Service immediately for: illegal, fraudulent, excessive or improper use of the Service or if deemed reasonably necessary by stemcellreference.com to prevent interruption or disruption to the stemcellreference.com system, its business or other customers; if any portion of an invoice not reasonably disputed in good faith as herein provided remains unpaid when due; or for breach, not subject to cure. stemcellreference.com shall not be liable to Client or any third party should we exercise our right to discontinue Service, in whole or in part, or terminate this Agreement pursuant to this section.
CHARGES AND PAYMENTS BILLING
The Client must provide a valid credit card or debit card number when the Service is activated. The Client authorizes stemcellreference.com to automatically charge the client’s credit card the agreed upon amount on the fifteenth day of each month. The Client’s right to use the Service is subject to any limits established by Client’s credit card issuer. The Client’s charges and credits issued will appear on Client’s monthly credit card statement. If the Client’s credit or debit card expires, account closes, billing address changes, or the card is canceled and replaced owing to loss or theft, Client must advise stemcellreference.com at once. Client’s initial signup authorizes stemcellreference.com to charge the credit card on file, updated by any changed information related to card expiration, replacement, or substitution. This authorization remains valid until 30 days after stemcellreference.com receives Client’s notice of termination of Service, whereupon stemcellreference.com will charge Client for any outstanding charges and terminate the Service. stemcellreference.com bills all charges and applicable taxes and fees monthly in advance. stemcellreference.com is not responsible for any overdraft or other charges imposed by Client’s card issuer or bank due to insufficient funds in Client’s account. All Client charges will be billed in U.S. Dollars.
The Client will not receive paper invoices or receipts. The Client can access billing reports via the issuing credit card bank’s website.
PRICE AND PRICE CHANGES
Prices and charges relating to the Service are agreed upon between stemcellreference.com and the client and paid on a monthly basis as described above.
FAILURE TO PAY
stemcellreference.com may suspend, restrict, or cancel the Service and this Agreement if the Client does not make payments for current or prior bills by the required due date.
LATE PAYMENT CHARGE
stemcellreference.com may add interest charges to any past-due amounts at the lower of 1.5% per month or the maximum rate allowed by law, prorated for each day payment is past due. Acceptance of late or partial payments (even if marked “Paid in Full” or with other restrictions) shall not waive any of stemcellreference.com rights to collect the full amount of the charges for the Service. The Client agrees to reimburse stemcellreference.com for reasonable attorneys’ fees and any other costs associated with collecting delinquent or dishonored payments. If charges cannot be processed through Client’s credit or debit card, stemcellreference.com will charge Client an additional $50.00. If the state where you receive the Service requires a different fee, we will charge you that amount.
INVALID PAYMENT METHOD
If we determine, in our sole discretion, that the payment method(s) registered on Client’s account is no longer valid (such as the passing of an expiration date associated with a credit card or a failed payment transaction against that card, for any reason), stemcellreference.com may suspend or restrict the Service until Client provides a valid payment method.
The Client must notify stemcellreference.com within seven days after receiving Client’s credit or debit card statement, if there is dispute over stemcellreference.com charges on that statement, or such dispute will be deemed waived.
Client may cancel the Service at any time by notifying stemcellreference.com in writing. stemcellreference.com will confirm all such cancellations and their effective date via email. stemcellreference.com will require proof of this cancellation request confirmation email in the event of a billing dispute for services and invoices on or after a “cancellation date”. By agreeing to this Service Agreement the Client agrees to be financially liable for all billing stemcellreference.com generates subsequent to a cancellation request if there is no record of a cancellation confirmation email in stemcellreference.com systems. The Client remains fully liable for accrued charges, taxes, and fees outstanding at the time of termination, and the Client authorizes stemcellreference.com to process these amounts to their credit or debit card. Client agrees that if stemcellreference.com is unable to process these amounts to Client’s designated credit or debit card(s), stemcellreference.com may take other steps deemed necessary to collect the fees owed to stemcellreference.com for the Service, and that the Client will be responsible for all costs and expenses incurred in connection with such collection activity, including collection fees, court costs and legal fees.
Client agrees to defend, indemnify, and hold stemcellreference.com, its affiliates, and agents and any other service provider who furnishes services to you or enables us to furnish services to you in connection with this Agreement or the Service, harmless from claims or damages relating to or arising out of the Service or this Agreement, including, but not limited to: (1) Client’s use of the Service (including without limitation, any person accessing the Service using your account); (2) any actual or alleged violation of this Agreement or any applicable law, rule or regulation by Client or any person accessing the Service using your account; or (3) any actual or alleged infringement or violation by Client or any person accessing the Service using Client’s account of any intellectual property, privacy right, or other right of any person or entity. Client agrees that stemcellreference.com should not be and is not responsible for any third party claims that arise from the Service. Further, Client agrees to reimburse stemcellreference.com for all of our costs and expenses related to the defense of any such claims, including attorneys’ fees, unless such claims are based on our willful misconduct or gross negligence.
LIMITATIONS OF LIABILITY
BY ENROLLING IN, ACTIVATING, USING, OR PAYING FOR THE SERVICE, CLIENT AGREES THAT CLIENT HAS READ THIS AGREEMENT AND UNDERSTANDS THE LIMITATIONS OF stemcellreference.com SERVICE DESCRIBED HEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL CLIENT BE ENTITLED TO ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF stemcellreference.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID, CLIENT AGREES THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT ARE ACTUALLY INCURRED BY CLIENT IN REASONABLE RELIANCE, NOT TO EXCEED THE TOTAL AMOUNTS PAID BY CLIENT IN THE TWELVE MONTHS UNDER THIS AGREEMENT IMMEDIATELY PRECEDING THE CLAIM.
DISCLAIMER OF WARRANTIES
CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT CLIENT’S USE OF THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, stemcellreference.com, ON BEHALF OF ITSELF AND ITS AFFILIATES AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER stemcellreference.com NOR ITS AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WARRANT THAT THE SERVICE WILL MEET CLIENT’S REQUIREMENTS OR THAT CLIENT’S USE OF THE SERVICE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE. NEITHER stemcellreference.com NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER IN CONNECTION WITH YOUR USE OF SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM stemcellreference.com SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. stemcellreference.com DOES NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, stemcellreference.com EMPLOYEES, AGENTS, OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND AND CLIENT SHOULD NOT RELY ON ANY SUCH STATEMENT.
stemcellreference.com, communications, graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of stemcellreference.com. stemcellreference.com trademarks and trade dress may not be used in connection with any product or service that is not provided or authorized in writing by stemcellreference.com, or in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits stemcellreference.com. All other trademarks not owned by stemcellreference.com that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by stemcellreference.com.
This Agreement does not provide any third party with a remedy, claim, or right of reimbursement. Failure by stemcellreference.com to enforce any provision(s) of this Agreement shall not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement and supersedes all prior agreements, understandings, statements, or proposals concerning the Service, including representations, whether written or oral. No written or oral statement, advertisement, or service description not expressly contained in the Agreement will be allowed to contradict, explain, or supplement it. Neither Client nor stemcellreference.com is relying on any representations or statements by the other party or any other person that are not included in this Agreement. If any provision in this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
This Agreement, and all other aspects of the use of the Service and stemcellreference.com website, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its choice of law rules. This governing law provision applies no matter where client resides, or where client uses or pays for the Service. Client agrees to submit to the exclusive jurisdiction of the state or federal courts located in or with responsibility for Miami-Dade County, Florida to resolve any disputes arising hereunder. Client irrevocably waives any and all rights to a trial by Jury. ANY CAUSE OF ACTION BY USE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER IT AROSE OR BE FOREVER WAIVED AND BARRED.
EVENTS BEYOND OUR CONTROL
stemcellreference.com will not be responsible to client for any delay, failure in performance, loss, or damage due to fire, explosion, power blackout, earthquake, volcanic action, flood, other abnormal weather elements, strike, embargo, labor disputes, civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond reasonable control.
stemcellreference.com can assign all or part of our rights or duties under this Agreement without notifying client. If done, stemcellreference.com would have no further obligations to the Client. Client may not assign this Agreement or the Service without stemcellreference.com prior written consent.
stemcellreference.com utilizes, in whole or in part, the public Internet and third party networks to transmit information and other communications. stemcellreference.com is not liable for any lack of privacy which may be experienced with regard to the Service. By using the Service, client consents and agrees to the collection and use of certain information.
The provisions of this Agreement relating to indemnification, limitations on liability, warranty limitations, billings, and Client’s obligations to pay for the Service provided, including any additional usage charges, shall survive any termination of this Agreement or termination of the Service.
Failure by stemcellreference.com to insist upon strict performance of any terms or conditions of this Agreement or failure or delay to exercise any rights or remedies provided herein or by law shall not release client from any of the warranties or obligations of this Agreement, and shall not be deemed a waiver of any right of stemcellreference.com to insist upon strict performance hereof or any of its rights and remedies.
CHANGES TO THIS AGREEMENT
stemcellreference.com may change this Agreement from time to time. Any changes will be posted at the advertising policy found at: (http://www.stemcellreference.com). Notice will be considered received by client and any such changes will become binding and effective on the date the changes are posted to the stemcellreference.com website, except in the case of changes to the prices or charges, when we will comply with our notice commitments described above. IF CLIENT CONTINUES TO BE ENROLLED IN, USE, OR PAY FOR THE SERVICE AFTER ANY CHANGES IN THE PRICES, CHARGES, TERMS, OR CONDITIONS, CLIENT AGREE TO THE CHANGES. The Agreement as posted supersedes all previously agreed to electronic and written Terms of Service.
PAYMENT AUTHORIZATION FORM
Client’s signature on the payment authorization form indicates full acceptance by Client of the terms contained in this Advertising Policy.