Pharmedio Platform - Terms of Service and Master Subscription Agreement
THIS MASTER SUBSCRIPTION AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND PHARMEDIO GOVERNING YOUR USE OF THE PHARMEDIO PLATFORM, INCLUDING ANY APPLICABLE FREE TRIALS. PLEASE READ THIS AGREEMENT CAREFULLY.
BY SIGNING UP TO PHARMEDIO AND COMPLETING YOUR REGISTRATION, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND AGREE TO ABIDE BY THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A BUSINESS OR OTHER LEGAL ENTITY, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCEPT THIS AGREEMENT NOR MAY YOU USE THE SERVICE.
This Agreement was last updated on June 3, 2014. It is effective between you and Pharmedio, Inc., of the date you accepted this Agreement (the “Effective Date”).
In addition to the terms defined in the body of the agreement, the following terms have the following meanings:
(a) “Affilates” means any entity which directly or indirectly controls, is controlled by or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
(b) “End Users” means individuals fifteen years or older who are authorized to access and use the Pharmedio Platform under Your Subscription. End Users may include but are not limited to You and Your employees, consultants, contractors, and agents.
(c) “Pharmedio Platform” means the cloud based sales & CRM application provided by Pharmedio and the underlying servers and software used to provide such application (collectively the “System”).
(d) “Pharmedio Voice” means the voice telephone functionality that may be included in one or more versions of the Pharmedio Platform.
(e) “Order Forms” means the ordering documents that are entered into by You and Pharmedio from time to time, in the form provided by Pharmedio. Order Forms are deemed incorporated herein.
(f) “Subscription” means the right to access the Pharmedio Platform during the Term.
(g) “Your Data” means any personally identifiable data uploaded by You to the Pharmedio Platform that would typically be provided in the normal course of using the Pharmedio Platform, as well as all information generated by the End Users during the use of the Pharmedio Platform. Your Data includes, without limitation, any financial information of any nature or any other personally identifiable information that could be legally considered private or sensitive.
So basically we mean:
Just a couple of definitions we'll use later in the document.
2. Provision of the Platform
(a) Registration. You must be fifteen years or older to register, and must provide complete and accurate information during the registration process, including a valid credit card number or bank account number that You are authorized to use if You are registering for a paid Subscription.
(b) Free Trial. Pharmedio may make all or part of the Pharmedio Platform available to You and Your End Users on a trial basis free of charge (the “Free Trial”). The Free Trial shall begin when You submit a registration for the same to Pharmedio, and shall terminate on the earlier of (i) the Free Trial expiration date as specified by Pharmedio upon receiving your registration, or (ii) the date You execute an Order Form for a Subscription under this Agreement. NOTWITHSTANDING SECTION 10, ACCESS TO THE Pharmedio PLATFORM IS PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND DURING THE FREE TRIAL. YOUR DATA ENTERED AND ANY SPECIFIC SETTINGS OR PREFERENCES YOU OR YOUR END USERS MAKE DURING THE FREE TRIAL WILL BE PERMANENTLY DELETED UNLESS YOU PURCHASE A SUBSCRIPTION OR EXPORT SUCH DATA/SETTINGS PRIOR TO THE EXPIRATION OF THE FREE TRIAL.
(c) Subscription. Pharmedio shall make the Pharmedio Platform available to You and Your End Users pursuant to this Agreement and all Order Forms during the Term. You agree that your purchase of the Subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Pharmedio with respect to future functionality or features.
(d) Support. Support via email and phone is available in connection with a paid Subscription.
So basically we mean:
Our premium accounts include a free trial. If the trial ends and you didn’t subscribe, we may delete your data. Pharmedio is provided “as is” and support is guaranteed only to premium accounts.
3. Application-Specific Requirements
(a) Pharmedio Database Integration. The Pharmedio Database Integration (PDI) Application is a windows application that integrates with an End User’s database server and uploads contents from folders selected by the End User to the Pharmedio Platform. PDI requires an active internet connection. The PDI installer (i) requires administrative access; (ii) may download and install additional software required for the proper functioning of PDI; (iii) will modify the Windows system registry; and (iv) may require changing firewall rules in order to let components of PDI communicate with each other. Once installed, PDI may (x) store additional information in the End User’s data files; (y) modify information in the End User’s data files, though such modification is limited to folders created and managed by PDI; and (z) collect technical data, including information about application crashes and usage statistics.
(b) Mobile Apps. Pharmedio may offer applications that allow You to access the Pharmedio Platform on Your mobile device, including, for example, the Windows Phone and devices running the Android or iOS operating system. Mobile devices must be purchased separately and are not included in Your Subscription. Pharmedio mobile apps require an active internet connection, and may incur data charges with Your wireless carrier, including roaming charges where applicable. Pharmedio mobile apps may collect technical data, including information about application crashes and usage statistics, and may use certain third party libraries or modules. Any such mobile apps offered by Pharmedio shall constitute part of the Pharmedio Platform, and as such their usage is subject to the terms and conditions of this Agreement.
So basically we mean:
If you use the PDI, it will be added to your Windows system. If you plan to use Pharmedio on your mobile devices (you should!), you’ll need a device and an internet connection. You may incur data charges when using the app. For PDI, mobile apps and any other plugins we provide, we might collect technical usage data to make Pharmedio better for you.
4. Conduct and Use Guidelines
(a) Ownership of Your Data. You retain all right, title and interest in and to all Your Data. Pharmedio shall not access the Your Data except to respond to service or technical problems, or at Your request.
(b) Collection of Your Data. You are responsible for all activities that occur in Your account and for Your End User’s compliance with this Agreement. You shall, and shall cause your End Users to, comply with all local, state, federal or foreign law, treaty, regulation or convention applicable to You in connection with the use of the Pharmedio Platform, including without restriction, the CAN-SPAM Act of 2003 (U.S.A.), the Personal Information Protection and Electronic Documents Act (PIPEDA) (Canada), the EU Data Protection Directive, HIPAA, HITECH and other laws applicable to You related to privacy, publicity, data protection, electronic communications and anti-spamming laws. You are responsible for the collection, legality, protection and use of Your Data that is stored on the System or used in connection with the Pharmedio Platform. Pharmedio will not be responsible for any loss or disclosure of Your Data (or any damages related thereto) resulting from You or Your End Users’ failure to adequately secure their user identification and passwords.
(c) Acceptable Use. You and Your End Users shall use the Pharmedio Platform for Your internal business purposes as contemplated by this Agreement and shall not: (i) tamper with the security of the System or tamper with other customer accounts of Pharmedio, (ii) access data on the System not intended for You, (iii) log into a server or account on the System that You are not authorized to access, (iv) attempt to probe, scan or test the vulnerability of any System or to breach the security or authentication measures without proper authorization; (v) render any part of the System unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the Pharmedio Platform or make the Pharmedio Platform available to a third party other than as contemplated in this Agreement; (vii) use the Pharmedio Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation or Free Trial version of the Pharmedio Platform without Pharmedio’s prior written consent.
(d) Communications Responsibilities. You shall be responsible for the content of all communications sent through the Pharmedio Platform, and shall comply with all applicable laws and regulations in Your use of the Pharmedio Platform. You agree that You will not use the Pharmedio Platform to communicate any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the intellectual property rights of a third party or is otherwise unlawful; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense under any applicable law or regulation. You further agree that You shall not use the Pharmedio Platform for the purpose of making emergency calls or providing emergency services.
(e) Pharmedio Voice Responsibilities. You are solely responsible for Your operation of Pharmedio Voice in compliance with all applicable laws in all jurisdictions governing use of the Pharmedio Voice service by You and Your End Users, including but not limited to telephone recording and wiretapping laws.
(f) Breach of Guidelines. In the event You or Your End Users materially breach this Section 4, Pharmedio will endeavor to provide You with the opportunity to remove or disable access to the offending material or content, provided, however, that Pharmedio reserves the right to immediately remove, in its sole discretion, any content which is unlawful or offensive without prior notice to You. In addition to any other rights and remedies under the Agreement and in law, Pharmedio reserves the right to immediately suspend access to the Pharmedio Platform if such breach, in Pharmedio’s opinion, is an imminent threat to the System, other customer accounts, or constitutes abusive or threatening behavior.
So basically we mean:
You are the sole owner of your data! We will access it only in order to help you solve a technical problem or if you request us to. You must comply with all the data laws applicable to the type of data you store in Pharmedio. In the case you fail to secure your access passwords, Pharmedio will not be responsible for any data breach or data loss.
In the case you use Pharmedio Voice or any email integration, you will be responsible for the content of all communications. You also must comply with all applicable laws and regulations related to such communication methods.
If you breach those guidelines, and we conclude that by doing so you are breaking the law or might affect other customers, we will immediately suspend your account until the issue is resolved.
5. Third Party Providers
(a) Acquisition of Non-Pharmedio Products and Services. You acknowledge that third party products or services may be made available to You from time to time by Pharmedio or third parties, and that Your decision to acquire any such products or services is solely between You and the applicable third party provider. Unless specifically set forth on an Order Form, Pharmedio does not warrant or support third party products or services.
(b) Third Party Applications and Your Data. You further acknowledge that if You acquire third party applications for use with Your Subscription, Pharmedio may allow the providers of such applications to access Your Data in order to allow such applications to interoperate with the Pharmedio Platform. Pharmedio shall not be responsible or liable for any disclosure, modification or deletion of Your Data resulting from any such access by third party application providers.
So basically we mean:
If you use Pharmedio with any other 3rd party integrated product or service, we will not support or warrant that product or service. Also, if by integrating with a 3rd party product, you choose to provide it with access to your data, we will not be liable for any disclosure or breach of data resulting granting such access.
(a) Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that is designated in writing as confidential as well as Your Data. Confidential Information shall not include information which: (a) is known publicly; (b) is generally known in the industry before disclosure; (c) has become known publicly, without fault of the Receiving Party, subsequent to disclosure by the Disclosing Party; or (d) has been otherwise lawfully known or received by the Receiving Party.
(b) Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.
(c) Protection. The Receiving Party agrees to keep confidential all Confidential Information disclosed to it by the Disclosing Party, and to protect the confidentiality thereof in the same manner as it protects the confidentiality of its own (at all times exercising at least a reasonable degree of care in the protection of Confidential Information).
(d) Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
So basically we mean:
We keep your confidential information secret. You keep our confidential information secret.
7. Fees and Taxes
(a) Fees. Fees for Subscriptions to each version of the Pharmedio Platform are set forth on the Pharmedio website. Use of Pharmedio Voice is subject to additional fees and charges, including applicable telecommunications service rates. Except as otherwise provided in the Order Forms, all fees are quoted in United States currency; fees are based on Subscriptions purchased and not on actual usage; payment obligations are non-cancellable; and fees are non-refundable. Pharmedio may modify the fees on thirty (30) days’ email notice. In the event you upgrade your Subscription, the fees applicable to Your new version of the Pharmedio Platform will take effect immediately and be prorated for the rest of the month. If you downgrade, no adjustment will be made until your next billing term.
(b) User of Credit Card. A valid credit card that You have the right to use is required for any paid Subscription, unless another form of payment was agreed upon in writing between the parties.
(c) User of Bank Account. A valid bank account that You have the right to use is required for any paid Subscription, unless another form of payment was agreed upon in writing between the parties.
(d) Invoicing and Payment. Unless otherwise agreed by the parties, paid Subscriptions will be billed in advance on a monthly, annual, or 2-year basis, starting on the Effective Date.
(e) Overdue Payments. Any payment not received by the due date shall accrue interest at the lower of 1.5% or the maximum rate permitted by law on the outstanding balance per month (except with respect to charges then under reasonable and good faith dispute) from the date such payment is due until the date paid.
(f) Suspension of Service. If Your account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any other rights and remedies (including the termination rights set forth in this Agreement), Pharmedio reserves the right to suspend access to the Pharmedio Platform without liability to Pharmedio, until Your account is paid in full.
(g) Taxes. You are responsible for all sales, use, value added, withholding or other taxes or duties, payable with respect to Your purchases hereunder, other than Pharmedio’s income taxes. If Pharmedio pays any such taxes on Your behalf, You agree to reimburse Pharmedio for such payment unless You provide Pharmedio with a valid exemption certificate authorized by the appropriate taxing authority.
(h) Expenses. If Pharmedio is required to incur in any additional costs or expenses in providing You support, Pharmedio shall first obtain Your written approval.
So basically we mean:
Pharmedio is a subscription service. The preferred method of payment for Pharmedio is with a Credit Card or Bank Account. If your account is past due, we have the right to suspend it.
8. Proprietary Rights
(a) Proprietary Rights. The Pharmedio Platform and all intellectual property rights therein and all intellectual property rights relating to the provision of support are owned or licensed by Pharmedio. Except for the Subscription granted hereunder, nothing in this Agreement gives You any right, title or interest to the Pharmedio Platform or related support.
You shall not: (i) modify, translate, or create derivative works based on the Pharmedio Platform; (ii) create any link to the Pharmedio Platform or frame or mirror any content contained or accessible from the Pharmedio Platform, (iii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Pharmedio Platform; (iv) or access the Pharmedio Platform in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Pharmedio Platform.
So basically we mean:
We’re working hard to build the next generation of business software. Don’t copy it or try to reverse engineer it. The product and its intellectual property rights are either licensed or owned by us.
9. Term and Termination
(a) Term of the Agreement. This Agreement commences on the Effective Date and continues until the expiration of termination of your Free Trial or Subscription, as applicable (the “Term”).
(b) Termination by You. You may cancel Your Subscription and terminate this Agreement at any time by providing notice to Pharmedio via the account management functions on Pharmedio’s website. Upon cancelling your account, Pharmedio will allow a 30-day grace period in which you will be able to reactivate your account and restore your data. In the case you wish your data to be completely and permanently removed from Pharmedio's application servers, please send an email to our support team at support@Pharmedio.com.
(c) Termination for Cause. This Agreement may be terminated by either party for cause: (a) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; (b) if either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (c) immediately in the event of a material breach of Section 4 hereof.
(d) Surviving provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 6 to 13.
(e) Pharmedio Voice Termination. Pharmedio may disable the phone numbers provided to You for the use of Pharmedio Voice if, in Pharmedio’s sole discretion, such numbers are substantially underused for thirty (30) days, or if Your Subscription is otherwise suspended, terminated or cancelled.
So basically we mean:
This agreement is in effect as long as you use and pay for Pharmedio. You can cancel your account or subscription at any time.
10. Warranties and Disclaimers
(a) Authority. Each party represents and warrants that it has the legal power to enter into this Agreement.
(b) Functionality Warranty. Pharmedio warrants that the Pharmedio Platform will operate in substantial conformity with the then current version of the applicable documentation provided by Pharmedio.
(c) Security Warranty. Pharmedio or its licensors or hosting providers have implemented commercially reasonable efforts to ensure that Your Data will be maintained accurately and safeguarded as well as technical and physical controls to protect Your Data against destruction, loss, alteration, unauthorized disclosure to third parties or unauthorized access by employees or contractors employed by Pharmedio, whether by accident or otherwise.
(d) Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE Pharmedio PLATFORM IS PROVIDED “AS-IS,” AND Pharmedio DISCLAIMS WARRANTIES, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY LAW. Pharmedio does not warrant that the functions contained in the Pharmedio Platform will meet Your requirements or that the operation of the Pharmedio Platform will be uninterrupted or error-free. Further, Pharmedio does not warrant that all errors in the Pharmedio Platform can or will be corrected. Pharmedio will not be responsible for any loss of Your Data or inability to perform certain tasks resulting from Your decision to downgrade your Subscription.
So basically we mean:
Pharmedio performance will be at least as good as industry standards (but in reality - will be much better). We use high quality HIPAA compliant 3rd party hosting providers and we make sure they put in the right effort to protect Pharmedio and your data.
11. Limitation of Liability
(a) Limitation of Liability. NEITHER YOU NOR Pharmedio, NOR OUR RESPECTIVE SUPPLIERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, IN EXCESS OF THE TOTAL FEES AND CHARGES PAID BY YOU FOR YOUR SUBSCRIPTION DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
(b) Exclusion of Consequential and Related Damages. YOU AND Pharmedio AGREE THAT THE CONSIDERATION PAID UNDER THIS AGREEMENT DOES NOT INCLUDE CONSIDERATION FOR THE ASSUMPTION OF THE RISK OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOST PROFITS OR REVENUE.
(c) the limitations of liability under Sections 11(a) and 11(b) shall not apply to any indemnification provided by You or Pharmedio hereunder.
(d) Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation set forth in this section may not apply to You.
(e) No action against either party arising out of this Agreement may be brought by the other party more than one (1) year after the cause of action has arisen.
So basically we mean:
Our liability is limited to fees you paid for Pharmedio in the prior 12 months.
12. Mutual Indemnification
(a) Indemnification by Pharmedio. Pharmedio shall indemnify and hold You harmless against any loss, damage or cost (including reasonable attorney’s fees) incurred in connection with claims, demands, suits or proceedings (“Claims”) made or brought against You by a third party alleging that the use of the Pharmedio Platform, as contemplated hereunder, infringes the intellectual property rights of a third party. Notwithstanding the foregoing if Pharmedio reasonably believes that Your use of any portion of the Pharmedio Platform and/or related support is likely to be enjoined by reason of a Claim of infringement, violation or misappropriation of any third party’s intellectual property rights then Pharmedio may, at its expense: (i) procure for You the right to continue using the Pharmedio Platform or support; (ii) replace the same with other software, services or other material of equivalent functions and efficiency that is not subject to an action of infringement; or (iii) modify the applicable software, support services or other material so that there is no longer any infringement or breach, provided that such modification does not adversely affect the functional capabilities of the Pharmedio Platform and/or support as set out herein. Pharmedio shall have no liability respecting any Claim of infringement or breach as aforesaid to the extent such Claim is based upon the combination, operation or use of the Pharmedio Platform or support with other equipment or software not supplied by Pharmedio or in a manner not consistent with Pharmedio’s instructions.
(b) Indemnification by You. You agree to indemnify and hold Pharmedio harmless against any loss, damage or costs (including reasonable attorney’s fees) incurred in connection with Claims made or brought against Pharmedio by a third party arising from or relating to (i) Your breach of Section 4, or (ii) Your use of Your Data or the Pharmedio Platform.
(c) Mutual Provisions. Each party’s indemnity obligations are subject to the following: (i) the aggrieved party shall promptly notify the indemnifier in writing of the Claim; (ii) the indemnifier shall have sole control of the defense and all related settlement negotiations with respect to the Claim (provided that the indemnifier may not settle or defend any Claim unless it unconditionally releases the aggrieved party of all liability); and (iii) the aggrieved party shall cooperate fully to the extent necessary, and execute all documents necessary for the defense of such Claim.
So basically we mean:
We'll protect each other against certain third party claims.
13. General Provisions
(a) Entire Agreement. This Agreement, inclusive of the Order Forms and any amendments or additions thereto, constitutes the entire agreement and sets forth the entire understanding between You and Pharmedio with respect to the subject matter hereof and supersedes all prior agreements and discussions with respect thereto. In the event of an inconsistency between the terms and conditions of this Agreement and the Order Forms now or hereafter appended hereto, the terms of the Order Form shall govern.
(b) Marketing. Neither party may issue press releases to this Agreement without the other party’s prior written consent. Either party may include the name and logo of the other party in lists of customers or vendor in accordance with the other party’s standard guidelines.
(c) Relationship of You and Pharmedio. You and Pharmedio are independent contractors. This Agreement does not create a joint venture or partnership between You and Pharmedio; neither party is by virtue of this Agreement authorized as an agent, employee or representative of the other party.
(d) Modifications and Waiver. Pharmedio may revise this Agreement from time to time. Notice of any material changes to the Agreement will be provided via a link when logging into the Pharmedio Platform. Any waiver of any right or remedy under this Agreement by Pharmedio must be in writing and signed by Pharmedio. No delay in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion shall not be construed as a waiver of any right or remedy on any future occasion.
(e) Assignment. This Agreement and any rights or obligations hereunder, shall not be assigned, sublicensed or otherwise transferred by the parties without the prior written consent of the non-assigning party except that either party may assign or transfer this Agreement upon a change of control of a party or by operation of law by providing the non-assigning party with prior written notice thereof provided that the assignee agrees in writing to be bound by the terms of this Agreement.
(f) Governing Law. The rights and obligations of the parties and all interpretations and performance of this Agreement shall be governed by and construed in accordance with the laws of Mississippi, USA, without regard to conflicts of laws principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The parties irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of Mississippi, USA, and all courts competent to hear appeals therefrom. THE PARTIES WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WARRANTY ARISING OUT OF OR RELATED TO THIS AGREEMENT.
(g) Notices. Any notices under this Agreement shall be in writing and shall be deemed to have been delivered: (i) upon personal delivery; (ii) the fifth business day after mailing; (iii) the third business day after sending by confirmed facsimile; or (iv) the third business day after sending by email. Notices to Pharmedio shall be addressed as follows:
Attn: Director of Operations
6641 Hwy 98 Suite 200
Hattiesburg, MS 39402
(h) Severability. If any provision of this Agreement is held to be unenforceable or illegal by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable, or shall be severed from this Agreement, and all other provisions of this Agreement shall remain in full force and effect.
(i) Force Majeure. Neither party to this Agreement shall be liable to the other for any failure or delay in performance by circumstances beyond its control, including but not limited to, acts of God, fire, labor difficulties, governmental action or terrorism, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party hereto and uses reasonable efforts to overcome such circumstances.
So basically we mean:
This, and any other forms we may have signed, consist of the entire agreements we have between us. You may use our logo on your marketing materials to designate us as a vendor. We may use your logo on our marketing materials to designate you as a customer.