Terms of Use

 

APPENDIX A

Client-specific Terms

 

The following paragraphs of this Appendix A shall apply only to you only if you are a Client.

 

A1. Our Service to Clients

 

Our Service to Clients allows you to ask Questions to Members, obtain Answers from Members and receive the results.   Our Video Interview service allows Clients to conduct video (or voice) calls directly with Members.

 

A2. No Guarantee

 

We do not guarantee Completions or Completion time on our Engagement Activities.

 

We will automatically close a Micro Engagement after approximately two days.  In the event that  a Micro Engagement is automatically closed before the requested number of Completions have been provided, or that we are unable to recruit all the Members with the required profiles to be available for the Video Interviews, we will credit your account with the Refundable Fee calculated based on the original charge for each Completion. Please note that certain fees are Non-Refundable Fees.

 

A3. Cancellation and Modifications

 

Once you Launch a Micro Engagement, it is not possible to cancel or modify it.  Our policies on Video Interviews are included as part of your Quote for this Engagement Service.

 

A4. Results

 

Results will be accessible through the Website or secure FTP link. We reserve the right to reject an Engagement or remove the Results if:

  1. we have reasonable grounds to believe that the Engagement Service requested or you are in breach of the terms of these Terms; or

  2. we have reasonable grounds to believe that you are in breach of any Law; or

  3. if your account has been inactive for 12 months since the date you last launched an Engagement Service.

 

A5. Fees and Reimbursement of “pass through” costs

 

Our Fees for the Service are included in the Service Fee and Subscription discounts are only applied to these items. Our Fees are based on a Completed Interview basis.

 

As part of carrying out the Service, we will incur external costs relating to Honoraria paid to our Members and translation and transcription services paid to our agency partners. We only include a 15% handling fee on these costs to mitigate against the external costs and internal time required to administer these elements of the Services Services or a fixed handling and administration fee in respect of honoraria for Video Interviews. These costs are shown separately on your invoice or usage statements.

 

A6. Subscriptions

 

As part of the Service, nuaxia offers its Clients the opportunity to take advantage of annual subscriptions.

 

A Subscription period commences when the Annual Subscription payment is received.

 

For Engagement Services, you are then able to use the Service and draw down on the Annual Subscription payment for each project

 

The Subscription Service shall terminate automatically after one year unless renewed. Any unused balance from an Engagement Subscription balance will lapse if you do not renew your Subscription. If you do renew your Subscription, any unused balance from an Engagement Subscription will be carried forward for three further months, after which it will lapse.

 

The Subscription service may be terminated early by the Client if nuaxia is in material breach of its obligations under this Agreement, the Client has requested rectification of the breach in writing and the breach has not been cured within 30 days of receipt of such notice. In such case, nuaxia will refund the unused balance on the account.

 

Nuaxia may cancel any Subscription by notice immediately in the event that you breach any of your representations, warranties, covenants or obligations under this agreement, you are found to be a Prohibited User or carrying out a Prohibited Use. In these circumstances, this Agreement shall be terminated and we will remove your access to the Website and the Service. Nuaxia shall have no obligation to retain, forward or make available to you any Survey Results.

 

A7. Price Changes

 

nuaxia shall have the right to change its prices at any time.

 

A8. Quotes

 

Quotes are valid only on the day that they are provided unless stated otherwise.  If using the Website, a is only accepted when you Launch an Engagement.

 

A9. Payment and Late Payment

 

We will not launch an Engagement via the website unless you have paid in advance. When you pay by credit or debit card, you hereby warrant that the information provided is correct and your use of the card is valid.  Where you make a payment by bank transfer, you are responsible for all banking charges chargeable by your bank.

 

If, for any reason, payment is not processed in the normal way, we reserve the right to suspend and/or cancel your Service and/or your account. You will be responsible for all fees and charges incurred by us.

 

In the event that you do not pay when an invoice is due, a late payment charge of 2% per month shall be payable.

 

A10. Taxes

 

The price of the Service excludes Value Added Tax, sales tax and/or any other applicable tax or duty. The Client shall remain responsible for those taxes regardless of whether they were quoted at the time of Service.

 

A11. Special terms

 

Special terms relating to Video Interviews, Data Services, Analysis Services, and Recruitment Services will be set out in any quotation we provide to you.

 

A12. Adverse Event Reporting

 

It is the Client’s responsibility to determine whether they are required to report Adverse Events, if they occur. As this is a self-service Platform, it is also the Client’s responsibility to review the Responses they receive to determine if an Adverse Event has occurred.

 

We will notify you if a response contains a potential adverse event in the following circumstances:

Where you need us to provide contact details for Adverse Event reporting, please contact us via email.

 

A13. Delivery

 

Delivery takes place by Responses, recordings, transcriptions and translations being loaded into your Survey dashboard or secure FTP site.

 

A14. Refund Policy

 

Refunds are provided as set out in paragraphs 2 and 6. In the case of paragraph 2, you will automatically be provided a credit on your account. If you wish this to be refunded, you will need to request it by emailing us at support@nuaxia.com.

 

As platform provider, it is not our policy to provide refunds in other circumstances.

 

A15. Complaints

 

If you are not happy something on a specific Survey, please email us at support@nuaxia.com quoting the reference of the Survey in question and explaining the nature of your complaint. If, after you have dealt with our support team, you are still not happy with the Service, you can ask for the issue to be escalated to our CEO.

 

A16. Fair Use of our Support Service

 

You have full access to our online support materials. Use of our manned support service must be reasonable. We reserve the right to restrict or terminate manned support or to charge for it should its use be, in our sole discretion, unfair.

 

A17. Back-ups

 

It is your responsibility to maintain, protect and make back-ups of your data. nuaxia will not be liable for any failure to store or for loss or corruption of your data.

 

A18. Embargoes

 

You may only use the Website and its Services if you are not barred under any applicable law from receiving the Services.

 

A19. Account Inactivity

 

If your account is inactive for a period exceeding 12 months, we reserve the right to terminate your account and remove your access to Survey Results.

 

A20. Right to Perform Services For Other Clients

 

nuaxia is in the business of providing technology and information technology services and may perform services for other clients similar to you. Subject to nuaxia’s confidentiality obligations pursuant to paragraph 13 of the Terms of Use, nuaxia retains the right and nothing shall prevent nuaxia from using any ideas, concepts, methods, processes, know-how, organisation, techniques or any software, including the nuaxia Materials, in providing any services to any third party.

 

A21. Publicity and Internal Use

 

We reserve the right to publicise your use of our services and to have fair use of your company or organisation’s name and logo in our promotional and marketing material.

 

A22. Anonymity of Respondents

 

You must protect the identity of the Member in accordance with this agreement. Should you recognise the Member or suspect you know their identity, you must keep that knowledge to yourself and ensure all colleagues in your organisation do the same.

 

INTELLECTUAL PROPERTY

 

A23. Ownership of Questionnaire

 

The Client shall own all right, title and interest in and to the Questionnaire Content that they enter into the Platform. The Client grants to nuaxia a limited non-exclusive, royalty-free license to host the Questionnaire Content solely for all reasonable and necessary purposes contemplated by this Agreement.

 

A24. Ownership of Responses

 

The Client and nuaxia shall both own the right, title and interest in the Responses given by Members.

 

nuaxia shall be restricted to using the Responses for profiling its Members and using the Responses in aggregated forms only.

 

The Client shall at all times be restricted from directly or indirectly using or failing to prevent the responses being used in any public forum.

 

DATA SERVICES

 

A25. Data Services

 

In respect of our Data Services, the following shall apply:

  • Ownership: The legal and beneficial interest in all copyrights, patents, trade marks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights ("Intellectual Property Rights") relating to the Data Service belong to nuaxia or our licensors, as the case may be, at all times. You obtain no ownership rights in the Data Service or any of the Intellectual Property Rights pursuant to or arising out of this Agreement.

  • Grant of License: nuaxia grants to the Client a non exclusive, non transferable license to use the Data Service (including information, software, data and reports) for the term of Subscription only. Such license terminates upon termination, for whatever reason, or non renewal of the Subscription. The Client warrants that it shall only use the Data Service for its business purposes in accordance with this agreement and shall not, without our prior written consent, make available, copy, reproduce, retransmit, disseminate, sell, license, distribute, publish, broadcast or otherwise circulate the Data Service (or any part of it) to any person other than in accordance with these terms and conditions.  The Client further warrants that it shall comply with all applicable laws and regulations and shall not knowingly use the Data Service for any improper or unlawful purposes.

  • Authorised Users: An Authorised User must work at and be an employee of Client. Each Authorised User will provide nuaxia with a separate user name, in the form of a business email address, and will access the Data Service by use of a password. It is the Client’s responsibility to ensure that the details of each Authorised User are sent to nuaxia promptly and to ensure that all Authorised Users request passwords. No refunds or pro rata discounts will be given for unused Authorised Users or for details provided to nuaxia in error. Once a password has been issued by nuaxia, Authorised Users may not be changed with other employees of the Client. You shall ensure the Product is only made available to and accessed by Authorised Users in accordance with the Agreement. You shall ensure Authorised Users do not share passwords or user names and do not make the product available to any third party. nuaxia shall be entitled to assume that any acts or dealings made through the website where a valid password has been entered are made by the Authorised User allocated that password and that such dealings are made on the Client’s behalf. nuaxia reserves the right to charge additional fees for unauthorized usage in line with our standard list prices.

  • Permitted Usage: The Client shall ensure the Data Service is used in compliance with the terms of the Agreement and all applicable laws and regulations. The Client shall not do anything that causes any part of the Data Service to be interrupted, damaged or in any way impaired. Subject to Prohibited usage (as set out below), the license permits an Authorised User to use the product solely for internal use and distribution as follows:

    • a. view, retrieve and display content,

    • electronically save content only to the extent and for the time period necessary to use it for the purpose for which it was downloaded, but in no event longer than the term of the Subscription.

    • distribute to employees, one-off selections of the content in print format with the source clearly identified subject to the time limitations above distribute to other authorised users, one-off selections of the content in electronic format

  • Prohibited Usage. Except as otherwise permitted in this agreement, the Authorised User may not:

    • remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the website, or in any print format

    • Make copies, electronic or otherwise, of multiple extracts of the content for any purpose

    • Provide by electronic means to any person other than an authorised user any content.

    • Distribute or display any content on any electronic network or otherwise, including without limitation the internet and the word wide web.

    • Alter or change any part of the content.

 

APPENDIX B

Member-specific Terms

 

B1. Members

 

The following provisions of this Appendix B shall apply only to you if you are a Member.   

 

PLEASE ALSO READ OUR PRIVACY POLICY WHICH DETAILS HOW YOUR DATA IS USED.

 

B2. Membership

 

Membership is available to all healthcare professionals, including but not limited to physicians, pharmacists, nurses, healthcare technicians, payers, administrators, dentists, c-suite decision-makers and patients.   For the purposes of this agreement, it also includes respondents who have referred by third parties.

 

Membership is personal to you and non-transferable. You may not allow third parties access to your password and/or the password-protected portions of the Website.

 

You should only be recorded as a Member once. If you have reason to believe that you are recorded more than once (e.g. under married and maiden name), then you should notify us immediately by emailing us at help@nuaxia.com.

 

As part of the registration process, you will be asked to provide profiling information that is used to identify eligibility to surveys and other services. You are responsible for the truth and accuracy of this data. You should use reasonable efforts to ensure that this information is kept up to date.

 

Your access is provided for non-commercial use only.

 

B3. Our Services to Members

 

This Website allows you access to Services including but not limited to invites to participate in market research surveys.

 

As selection is random, we do not guarantee that you will be invited to participate in market research surveys.

 

All Members are subject to verification checks including third party tracking.

 

B4. Your right of removal from access to certain services – unsubscribe, opt-out and deletion

 

If you no longer wish to participate in Engagement Services, then you can unsubscribe by (i) logging into your nuaxia account and selecting unsubscribe in your profile settings; or (ii) clicking unsubscribe in your email footer; or (iii) by sending an email to help@nuaxia.com including details of your name and physician identification number in the case of an HCP Member.

 

We will process your request in a reasonable amount of time. We will only be able to amend our own records and will request amendments by any appropriate third party if relevant.

You have the right to withdraw your consent to participate in market research at any time by contacting us on help@nuaxia.com .  If you have been referred to nuaxia by a third party please contact them directly.

 

Where we are not holding data due to legitimate interest, you have the right to request that data to be deleted.  If you wish this data to be deleted, you can email us to request this at help@nuaxia.com.  If you have been referred to nuaxia by a third party please contact them directly.

 

B5. Our right to suspend your Membership

 

We reserve the right to exclude Members from any or all of our Services, either on a temporary or permanent basis. Such suspension may also include suspension of any outstanding Honoraria.

 

Instances when we may suspend you include:

  • Breach of this Agreement, Privacy Policy or other specific term of use

  • Use your Membership for an improper purpose

  • Provide untrue or incorrect information

  • Fail to take due care in responding to Surveys

 

B6. Honoraria and Incentives

 

You may be entitled to Honoraria for completed Surveys of other of our Services. The value of your Honoraria will be communicated to you prior to survey participation, is dependent on the time, complexity and regulations applicable in your jurisdiction.

 

Honoraria is payable by means of the preference selected by you in your Member portal. nuaxia reserves the right to substitute any honoraria type selection for a different type of the same value if the applicable honoraria type is not available for any reason.

 

nuaxia reserves the right to appoint third party processors to process and administer any honoraria or incentives. When using third party providers, we take every care reasonable to ensure your privacy is protected. For more details on how your privacy is protected also see our Privacy Policy.

 

Honoraria credit is made instantly to your account upon completion of a Survey or Video Interview. You must then request payment via the Member portal. Our goal is to process these requests within 1 business day but receipt of the Honoraria is subject to delays caused by the banking system. If you have not received your Honoraria within 5 business days, please email us at help@nuaxia.com.

 

Your Members portal will provide you with details of all activities that have earned you Honoraria and details of how you have claimed it. If you do not receive Honoraria credit or payment you believe you are due, you have six months from completion of the applicable Survey or payment request in which to notify us by email at help@nuaxia.com or else you will lose the right to such claim.  Any unclaimed Honoraria credit will expire three years after the date it was credited to your account. 

 

nuaxia shall not be liable for any losses suffered due to any errors in the administration of Honoraria due to incorrect details that you provided.

 

You are responsible to declare any taxes, if due, to your local financial authorities as a result of honoraria or incentives that you receive. nuaxia will not be liable for any taxes or for providing any assistance on tax matters.

 

nuaxia Members in the United States can request a 1099 federal tax form in the event you receive Honoraria of $600.00 or more.

nuaxia reserves the right to suspend or cancel your Honoraria if it suspects fraud, misrepresentation, negligence or breach of any of the clauses set out in this Agreement.

 

You agree that nuaxia shall make lawful disclosure of Honoraria payments to government and regulatory bodies where such requirement exists.

 

B7. Member Representation and Warranty

 

You represent and warrant that, if you are a medical professional, that you are qualified, practicing and in good standing in the country stated in your profile. You represent and warrant that your profile information is true and up-to-date.

 

If you cannot make this representation, you must not use the Website.

 

B8. Intellectual Property

 

By participating in our Services, you agree to transfer all Intellectual Property in your Responses to nuaxia and/or its Clients.

 

B9. Confidentiality and Use of Information

 

The Questionnaires shown, any Materials provided or shown to you, the Responses you provide and the Survey Results that might be shared with you may not be disclosed or published and you will maintain these as confidential. You may not copy, download, replicate or otherwise duplicate any Questionnaire, Materials, any Response you provide and/or any Survey Results that might be shared with you.

 

B10. Adverse Event Reporting

 

If the Client is a pharmaceutical company, details of an Adverse Event relating to their own products must be notified to the Drug Safety department of that company. Although nuaxia carry out an online market research interviews and how you respond will, of course, be treated in confidence, should you raise any Adverse Event or Product Complaint in a specific patient or group of patients, the Client will need to report this, even if it has already been reported by you directly to the company or regulatory authority using the MHRC’s “Yellow Card” system or an equivalent process. In such a situation, except in Germany, you grant nuaxia permission to share your name and contact details or name and contact details of the primary treating physician in the case of a Patient Member with the Client for the purpose of allowing the Client pharmacovigilance department to make proper inquiries and you may be contacted specifically in relation to that Adverse Event. Everything else you contribute during the course of the interview will continue to remain confidential.

 

B11. Fair Use of our Help Service

 

You have full access to our online support materials. Use of our manned help service must be reasonable. We reserve the right to restrict or terminate manned support should its use be, in our sole discretion, unfair.

B12. Complaints

 

If you are not happy, please email us at help@nuaxia.com explaining the nature of your complaint. If, after you have dealt with our help team, you are still not happy with the Service, you can ask for the issue to be escalated to our CEO.

B13. Permission to recontact

 

By participating in our Services, you agree to being recontacted by nuaxia at a later date specifically related to an Engagement, for the purposes of clarification, quality control, data validation, follow-up or later stage Engagements or additional Services.

B14. Permission to use responses for nuaxia marketing 

 

For non client-sponsored research we reserve the right to as use your responses, including media responses, in our promotional and marketing materials, which may include public settings such as websites or industry conferences.  We will seek your consent to this beforehand.

 

APPENDIX C

Definitions

 

In these Terms the following words and phrases shall have the meaning set out alongside them:

The use of terms “includes”, “including”, “such as”, “for example” and similar terms will be deemed not to limit what else might be included. Any reference to singular and plurals shall be interpreted as including its opposite. Any reference to male and female shall be interpreted as including its opposite.

Last updated: 10 July 2018

 

1. Welcome

 

Welcome to the nuaxia Website. We operate this Website to facilitate the opinions of our Members being used in decision-making of businesses and institutions and to govern our relationship with our Clients. Your use of the Services and/or, this Website is subject at all times to the terms and conditions set out in these terms of use including the those set in Appendices A and B, as applicable below ("Terms"). You may not use the Services or the Website if you do not agree with the Terms, nor if you are under the legal age or are otherwise incapable or unable to be legally bound by the Terms.

 

Please note: subject to the immediately following provision:

  • the provisions of Appendix A (Terms for Client) shall apply only to Clients; and

  • the provisions of Appendix B (Terms for Members) shall only apply to Members.

 

You may only be registered as a Client or a Member. If you have previously been registered as a Member and you then register as a Client, your Client registration shall prevail and your Member registration will be suspended. However, you will continue to be bound by the Terms of Use for Members as well as those for Clients.

 

Defined words and phrases are either as defined in the body of these Terms or as set out in Appendix C.

 

2. Who We Are

 

nuaxia Limited is a company registered in England and Wales with registered number 10091312 and whose registered office is at 5 Walpole Avenue, Richmond, Surrey, TW9 2DJ (the “nuaxia”).

 

3. Your Acceptance

 

Please read these Terms of Use carefully before using the Website, registering as a Client and/or participating as a Member.

 

IF YOU DO NOT ACCEPT TERMS OF USE, YOU SHOULD NOT USE THE WEBSITE, REGISTER AS A CLIENT, USE THE SERVICES OR PARTICIPATE AS A MEMBER.

 

4. Changes to these Terms of Use

 

nuaxia reserves the right to modify or amend these Terms of Use or any part at any time. All changes will be effective immediately upon their publication on the Website. By accessing the Website or using the Services following the publication of changes to these Terms of Use, you agree to all such changes.  As a Member, for each new engagement with us, you will always be provided with a link to our current Terms of Use.

 

5. Registration

 

Where you wish to use a self-serviced Service or our Data Service, you need to register on the Website and obtain an individual account that includes a password. Where you wish to access our reporting portal, you will also need to have an individual account.  Clients must provide their work email address that must be personal to you and valid. Clients may not provide private emails, and emails from corporates which supply data collection services are not accepted.

 

Such Services are a single user service. If you choose to share your login and password details with another colleague, you and your Organisation remain solely responsible for that use and ensuring compliance with the terms of this Agreement.

 

Registration is not required for our other services.

 

6. Password Security

 

You are solely responsible for the use of your login and password. You agree to keep these confidential. You must contact us immediately if you believe or have reasonable cause to believe that your confidentiality has been compromised or if there has been unauthorised activity on your account. You are responsible for your account and all activities occurring in connection with the use of your account, whether or not you authorised such activities.

 

7. Acceptable Uses

 

The Service is provided to carry out market research. Your use of the Service must be in keeping with the relevant legal and regulatory compliance requirements. Clients must only use it for Internal Business Operations.

 

8. Prohibited Users

 

You must not:

  1. be a consumer. This Service is only available to Businesses, Institutions and similar commercial, educational, charitable or governmental bodies. It is not available to consumers or individuals.

  2. be involved in any data collection or content distribution or recruitment business or any a similar or competing service.

 

9. Prohibited Uses

 

You must not use the Website, access or use the Service (in each case as reasonably determined by us at our discretion):

  1. to send commercial messages or invitations. We do not allow any marketing, promotional activity and/or sales-related activity, under the guise of market research or similar;

  2. to request, collect, store and/or disclose any personally identifiable data from any Member;

  3. to provide your contact details or make any request or suggestion to a Member about contacting directly;

  4. provide a link or reference to any Website, whether it be your own or a third party;

  5. in breach of any privacy Laws;

  6. to communicate anything that we deem to be harmful, abusive, discriminatory (sexual, racial, ethnically, religious), indecent, hateful, threatening, libellous, defamatory, slanderous or otherwise unlawful;

  7. attempt to use this Website and/or Service is a manner intended to circumvent these Terms (e.g. re-register if in your membership has been terminated due to a breach of these Terms);

  8. to use any of the Media Responses in any advertising campaign, promotional material, webpage or in any other way which would enable the Data to be accessed or viewed by anyone other than the Client’s personnel. You may allow third party agencies to access this Website if bound by these Terms of Use;

  9. to use or present the Survey Results or Video Interview Results in a misleading or illegal manner or in any manner which could adversely impact upon the goodwill of nuaxia;

  10. if you are an agency who has conducted a Survey for a manufacturer. The nuaxia Survey Results must be credited as “research using nuaxia”;

  11. To use the Survey Results or Video Interview Results in connection with any dispute resolution, litigation arbitration or other legal proceedings;

  12. to prove, scan or test the vulnerability of the Website and the Services unless authorised in writing to do so by nuaxia;

  13. relating to any malware and malicious use. You may not interfere with or disrupt the Website or the Services, such as by engaging in excessive usage, launching denial of service attacks, or uploading or transmitting viruses, harmful materials or other malicious code. You may not use spiders, robots or other automated data mining techniques to catalogue, download, store or otherwise reproduce or distribute content available on the website or to manipulate the results of any activity carried out on the website including, but not limited to, any Surveys provided by the Service. You may not attempt to access the Website by using a method other than through the interfaces and instructions that we provide;

  14. to frame portions of the Website within any other website, alter the appearance of the Website or establish links from any other website to the Website other than to the home page;

  15. to use the Website or Services for the purpose of building a competitive product or service;

  16. to make any attempt to reverse engineer the Website or Services. You may not use any technique including automated systems or software to extract or scrape data from the Website or other interfaces though which we make our Services available;

  17. to use the Website or Services in any manner which infringes or could infringe the Intellectual Property rights of others;

  18. to resell or lease and of the same. You may not assign, transfer, resell, distribute, lease or otherwise use the Service except as agreed herein;

  19. to use this Website to disclose or otherwise use any patient-identifiable data or any clinical or non-clinical data that is identifiable to any individual;

  20. for any purpose prohibited or restricted by any Law, including without limitation laws related to unsolicited email messages, online communications with minors and privacy laws and regulations including those protecting "Protected Health Information" or in violation of these Terms of Use.

 

10. Intellectual Property

 

All Intellectual Property in the Website and its Services is owned by nuaxia unless otherwise stated in these Terms.

 

11. Ownership of the Website

 

Neither these Terms of Use nor your use of the Website or the Services grants you ownership in the Services or the content you access through the Services (other than as provided for in these Terms). These Terms of Use do not grant you any right to use nuaxia’s name, logo, other brand elements or other proprietary materials unless expressly required under these Terms.

 

12. Breach of Copyright

 

Any copyright or Intellectual Property claim that your work has been exploited in a way that constitutes copyright infringement, you may should notify us at support@nuaxia.com.

 

13. Confidentiality

 

a. You acknowledge that confidential information may be exchanged pursuant to these Terms. You shall use no less than the same means you use to protect your similar confidential and proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of the Confidential Information. You agree that you will not disclose or use the Confidential Information except for the purposes of these Terms and as authorised herein. You will promptly report to nuaxia any unauthorised use or disclosure of Confidential Information that you become aware of and provide reasonable assistance to nuaxia (or its licensors, Clients or Members) in the investigation and prosecution of any such unauthorised use or disclosure.

 

Notwithstanding clause13.a above, you may use or disclose the Confidential Information to the extent that such Confidential Information is: (a) already known by you without an obligation of confidentiality, (b) publicly known or becomes publicly known through no unauthorised act of yourself, (c) rightfully received from a third party without any obligation of confidentiality, (d) independently developed by you without use of the Confidential Information, (e) approved by Discloser for disclosure, or (f) required to be disclosed pursuant to a requirement of a governmental agency or law so long as you provides nuaxia with notice of such requirement prior to any such disclosure and takes steps reasonably necessary to maintain the information in confidence.

 

You shall, and shall cause all of your employer, contractors and consultants who have access to Confidential Information to, safeguard and maintain the Confidential Information in strict confidence and shall cause your employer, contractors and consultants not to, disclose, provide, or make such Confidential Information or any part thereof available in any form or medium to any third party person except to nuaxia’s employees, contractors and consultants who have a need to access such Confidential Information in order to enable you to exercise its rights under this Agreement. You agree not to: (a) disclose to third parties (whether in writing or orally) any benchmark test data related to our Services, and (b) use nuaxia’s Confidential Information to create any computer software or documentation that is substantially similar to the Software.

 

14. Exclusion of Certain Liability

 

Please read the provisions of this clause 15 with particular care, as they describe certain exclusions and limitations on liability that may arise during the provision of the Services and/or access by you of the Website.

 

WE TRY TO KEEP THE WEBSITE AND SERVICES UP TO DATE, BUG-FREE, AND SAFE, BUT YOU USE THEM AT YOUR OWN RISK. WE ARE PROVIDING ACCESS TO THE WEBSITE AND USE OF THE SERVICES "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS. WE DO NOT GUARANTEE THAT THE WEBSITE OR SERVCIES WILL BE SAFE OR SECURE.

 

NUAXIA IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU HEREBY RELEASE AND INDEMNIFY AND AGREE TO KEEP INDEMNIFIED NOW AND IN THE FUTURE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

 

WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS, LOSS OF OPPORTUNITY, LOSS OF DATA, OR FOR ANY LOSS OF ECONOMIC USE, NOR FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS, YOUR ACCESS OF THE WEBSITE AND/OR THE USE OF THE SERVICES WILL NOT EXCEED THE LOWER OF ONE HUNDRED POUNDS (£100) OR THE AMOUNT OF THE SERVICE FEE YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, NUAXIA'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

 

NOTWITHSTANDING THE ABOVE TERMS, NOTHING IN THESE TERMS SHALL OR IS INTENDED TO EXCLUDE OR LIMIT OUR LIABILITY TO YOU FOR DEATH, PERSONAL INJURY OR FOR ANY OTHER LIABILITY FOR LOSS WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED.

 

NO ACTION MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION FIRST AROSE.

 

15. Indemnification

 

You shall at your own expense indemnify, defend and hold us, our affiliates and their respective officers, directors, employees and agents harmless from and against any loss, cost, damages, liability or expense and all claims and damages, including without limitation, reasonable attorneys' fees, arising out of (i) your use of the Service (including its reliance on any information or materials obtained through the use of the Service; and/or (ii) your breach of this Agreement.

 

16. No Medical Advice

 

The Service and the Website do not provide medical services or advice to private individuals or consumers, whether directly or indirectly. All Services are to be used by professionals working in the healthcare sector who will rely on their own professional judgement. WE DISCLAIM ANY LIABILITY FOR ANY ACTION YOU MAY TAKE AS A RESULT OF YOUR USE OF THE SERVICE AND YOU WILL HOLD US HARMLESS AGAINST ANY SUCH LIABILITY.

 

17. Third-Party Sites

 

nuaxia has no liability for any third-party content or website that you may access through this Website. nuaxia does not endorse any third party whose website may be linked from this Website. nuaxia is unable to provide any representation or warranty regarding the propriety, security or accuracy of any third-party website.

 

18. Your Representations and Warranties

 

You represent and warrant to nuaxia that:

  1. you have the legal right and ability to agree to be bound by these Terms of Use;

  2. your identity and profiling information is true and accurate;

  3. you are not a Prohibited User;

  4. you comply with all applicable legislation, regulation and professional standards, including those relating to patient information in the USA under the HIPAA and HITECH Acts;

  5. you have employer permission to use these Services, if relevant;

  6. you have the permission of the premises owner to submit Media (video/audio/photo) responses;

  7. if you cannot make the above representations and warranties, you must not use the Website.

 

19. Termination

 

Either you or nuaxia may terminate these Terms on 30 days' notice (by email) if the other party is in breach of a material obligation on its part and does not fix that breach within 30 days of being asked to do by the first party.

 

In any event, either party may terminate these Terms on 30 days' notice (by email) to the other party.

 

Upon termination nuaxia will remove your access to the Website and the Service. nuaxia shall have no further obligations to you.

 

20. Interruptions

 

As an online platform, interruptions in the Service may occur due to circumstances beyond our control. nuaxia accepts no liability for any service interruptions howsoever caused. nuaxia will make reasonable efforts to keep the Website and the Service available 24 hours a day, seven days per week subject to planned and unplanned maintenance.

 

21. Access to Services

 

You are responsible for obtaining all hardware, software and services which are necessary to access the Website and/or use the Services, including without limitation, all computers, web browsers, mobile devices and services provide by an internet service provider or mobile phone service provider.

 

22. Modification

 

nuaxia may, at its sole discretion, change some or all of the functionality or any component of the Service or make any modification for any purpose including but not limited to improving the performance, service, error correction or to maintain the competitiveness of the Service.

 

23. Entire Agreement

 

This Agreement (together with the Privacy Policy and any related Service terms as may be posted on the Website) constitutes the entire agreement between you and us. These Terms supersede all prior or contemporaneous agreements, discussions or representations, whether oral or written. These Terms cannot be amended except in writing signed by both parties. You acknowledge that no promises, representations, inducements, agreements or warranties, other than those set out in these Terms, have been made to induce the execution of this Agreement by you and you have no executed this Agreement in reliance on any promise, representation, inducement or warranty not contained herein.

 

24. Legal Status

 

This agreement is between two independent parties and in no way establishes a partnership, agent or employment relationship between the parties.

 

25. No Waiver

 

No waiver by any party of any breach of these Terms or failure of any party to take action to enforce or assert any right or remedy hereunder shall be deemed a waiver of any prior, concurrent or subsequent breach. No waiver shall be effective unless it is made in writing.

 

26. Severability

 

If at any time a provision of these Terms or portion thereof is found to be invalid or unenforceable under applicable law, it shall be omitted from these Terms without invalidating or rendering unenforceable the remainder of such provision or the remaining provisions of these Terms.

 

27. Third Party Beneficiaries

 

No person or entity not a party to this Agreement will be deemed to be a third party beneficiary to this Agreement, whether pursuant to the Contract (Rights of Third Parties) Act, at common law or otherwise.

 

28. Assignment

 

You may not assign, novate or in any way deal with your rights or delegate your duties under this Agreement either in whole or in part and any such attempted assignment, novation or dealing shall be void. We may assign, novate or deal with this Agreement at any time without notice to you.

 

29. Force Majeure

 

Neither party shall be deemed to be in default of this Agreement to the extent that performance of its obligations or attempts to cure a breach are delayed, restricted or prevented by reason of any act of God, fire, natural disaster, act of government, strikes or labour disputes, inability to provide power or similar acts or conditions beyond the reasonable control of either party.

 

30. Survival

 

Clauses 12 to 15 inclusive, 23, and 31 to 35 inclusive will survive the termination of this Agreement.

 

31. Language

 

These Terms are written in English (UK). To the extent any translated version of this agreement conflicts with the English version, the English version shall prevail.

 

32. Notices

 

This Website and Service is provided by nuaxia Limited. You may contact us as follows:

  • nuaxia Limited
    5 Walpole Avenue
    Richmond
    Surrey
    TW9 2DJ
    United Kingdom

  • legal@nuaxia.com

 

33. Electronic Communications

 

By using this website, you consent to receiving all communications electronically. We will communicate to you by e-mail or by posting notices to your account.

 

34. Governing Law and Jurisdiction

 

English law shall govern this Agreement. The parties agree to submit to the exclusive jurisdiction of the English Courts in respect of the interpretation of, and any disputes relating to, this Agreement or any of its provisions. All proceedings shall be conducted in English.

 

35. Arbitration

 

We may choose to submit any dispute to binding arbitration pursuant to the arbitration rules of the International Chamber of Commerce with such arbitration being conducted in London. All proceedings shall be conducted in English.

 

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