goBalto

CONNECTING DRUG DEVELOPMENT PARTNERS

goBalto Terms of Service

The website located at www.gobalto.com (the “Site”) and all related services provided by goBalto, Inc. in connection with the Site (together with the Site, the “Service”) are provided by goBalto, Inc. (collectively, “us,” “we,” or “goBalto”). By accessing or using the Service, you (“you” or the “User”) signify that you have read, understand and agree to be bound by the terms and conditions set forth below (“Terms of Service”). We reserve the right to change, modify, add, or delete portions of these Terms of Service at any time. If we do this, we will post the changes to these Terms of Service on this page and will indicate at the bottom of the Terms of Service the date these terms were last revised. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Service. If you do not agree to abide by these or any future Terms of Service, you are not authorized to use or access (or continue to use or access) the Service.


Registration Data; Account Security

In connection with registering for and using the Service you agree (i) to provide accurate, current and complete information about you and your organization as prompted by the registration forms on the Site (“Registration Data”); (ii) to maintain the confidentiality of your password and other information related to the security of your account; (iii) to maintain and promptly update the Registration Data and any other information you provide to goBalto, to keep such information accurate, current and complete; and (iv) to be fully responsible for all use of your account and for any actions that take place through your account.

If you use the Service on behalf of a company or other organization, you hereby represent and warrant that you are authorized to bind such company or organization to the Terms of Service and to act on behalf of such company with respect to any actions you take in connection with the Service. You agree to respond promptly and completely to requests from goBalto for additional information that goBalto deems necessary to determine your authority to act on behalf of a company or organization. In addition, goBalto may collect information from sources other than you and may take other actions to confirm your authority to act on behalf of a company or organization in connection with the Service. goBalto may suspend or terminate your access to the Service and your account if goBalto has reason to believe that you are not authorized to act on behalf of a company or organization for whom you claim to be acting in connection with the Services.


Payment

To use certain features of the Service, you may be required to create an account. There are two types of accounts:

Service Provider Account. A “Service Provider Account” is an account for companies seeking to provide services related to drug development (“Service Providers”). The subscription fee is $49.95 a month for a Premium Profile Account and $149.95 a month for Premium Plus Profile Account (in each case, the “Monthly Fee”). The Monthly Fee must be paid by credit card and is due on the first day of each month for which access to the Service will be provided.

Buyer Account. A “Buyer Account” is an account for companies or organizations seeking to purchase services related to drug development via the Site (“Buyers”). Buyers are not required to pay any monthly subscription fees.

goBalto may offer premium Services subject to fees in addition to the Monthly Fees set forth above. The fees for such Services, and any additional terms and conditions related to such Services, shall be set forth on the Site or on an updated version of the Terms of Use. All fees paid by Users in connection with the Service are non-refundable. goBalto may change the fees charged for Service Provider Accounts, Buyer Accounts, and other Services for which there is a fee at the end of the time period for which the User has pre-paid for such accounts or Services (e.g., at the end of a month for changes to Monthly Fees). goBalto may at any time begin charging for Services that are or were provided via the Site without charge (e.g., Buyer Accounts). goBalto may charge Users interest on any payments that are not paid when due hereunder at the rate of one and a half percent (1.5%) per month from the date such payments were due. goBalto may suspend or terminate a User’s access to the Service if such User fails to pay goBalto any fees in the time periods required hereunder.


Eligibility

This Service is intended solely for users who are 18 years of age or older. Any registration by, use of or access to the Service by anyone under 18 is unauthorized and in violation of these Terms of Service. By using the Service, you represent and warrant that you are 18 years of age or older.


Privacy

Use of the Service is also governed by our Privacy Policy, a copy of which is located here. By using the Service, you are consenting to the terms of the Privacy Policy and to have the data you submit to the Site transferred to and processed in the United States.


Proprietary Rights in Site Content; Limited License

All content on the Site and otherwise available through the Service, including designs, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement (the “Site Content”), are the proprietary property of goBalto, its users or its licensors. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, other than as expressly permitted in these Terms of Service, provided that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. Authorized Users may access and use the Site and the Site Content and download or print a reasonable number of copies of portions of the Site Content to which the User has properly gained access solely for the User’s internal use, provided that the User maintains all copyright or other proprietary notices on all copies of such Site Content. Except for your own User Content, you may not publish or otherwise distribute Site Content, including via the Internet or any intranet or extranet site, or incorporate the Site Content in any other database or compilation. You may not use any data mining, robots, scraping or similar data gathering or extraction methods to obtain Site Content. Any use of the Site or the Site Content other than as specifically authorized herein is prohibited and will automatically terminate your rights with respect to use of the Service and the Site Content granted herein. All rights of goBalto or its licensors that are not expressly granted in these Terms of Service are reserved to goBalto and its licensors.


User Content Posted on the Site

As part of a Service Provider Account or a Buyer Account you will be able to display certain information on designated portions of the Site regarding you or your company or organization (a “Profile”). Your Profile will display to other Users certain of your Registration Data and other content about you or your company that you upload for use in your Profile (collectively the “Profile Content”). You agree to provide accurate and current information about you or your company or organization in your Profile and to promptly update the Profile Content to keep it accurate and current.

As part of a Service Provider’s profile, a Service Provider may select from a predetermined set of service descriptors that describe Service Providers’ services and display the selected subset of descriptors (“Selected Descriptors”) on the Service Provider’s Profile. If goBalto determines that a Service Provider’s Selected Descriptors are inaccurate or misleading, goBalto may de-select the Selected Descriptors from the Profile.

You are solely responsible for the Profile Content, messages, notes, text, information, listings, and any other content that you upload, publish or display (hereinafter, “post”) on or through the Service, or transmit to or share with other Users (collectively, “User Content”). You may not post, transmit, or distribute User Content that you did not create or that you do not have permission to post. You understand and agree that goBalto may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that goBalto believes violates these Terms of Service. goBalto has no backup or storage obligations regarding User Content. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to goBalto.

goBalto does not verify the accuracy or authenticity of any User Content, including any claims made by Service Providers, and makes no representations or warranties with respect to any User Content.

When you post User Content to the Site, you grant, and you represent and warrant that you have the right to grant, to goBalto an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part) and distribute such User Content for purposes of providing, operating and promoting the Service. Subject to the rights granted to us in these Terms of Service, you retain full ownership of your User Content.


Copyright Complaints

If you believe that any material on the Site infringes any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent (as defined in our Copyright Policy). Please see our Copyright Policy for more information on how to report infringement of your copyright.


Trademarks

“GOBALTO” and other goBalto graphics, logos, designs, page headers, button icons, scripts and service names are the trademarks, trademarks or trade dress of goBalto in the U.S. and other countries. You may not use goBalto’s trademarks and trade dress, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or create the impression that goBalto endorses any product or service. You may not reproduce or use goBalto’s trademarks or trade dress without the prior written permission of goBalto.


User Conduct

You agree to use the Service in compliance with these Terms of Service. You represent and warrant that the User Content and all other content submitted to the Service through your account or otherwise posted, transmitted, or distributed by you on or through the Service will not violate or infringe upon the rights of any third party (including copyright, trademark, privacy, publicity or other personal or proprietary rights) and that such content shall not contain libelous, defamatory or otherwise unlawful material.

In addition, you agree not to do any of the following in connection with your use of the Service:

  • use automated scripts to collect information from or otherwise interact with the Service;
  • impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity;
  • upload, post, transmit, distribute or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation;
  • upload, post, transmit, distribute, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
  • upload, post, transmit, distribute or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • intimidate or harass another;
  • upload, post, transmit, distribute, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense;
  • use or attempt to use another’s account, service or system without authorization from goBalto, or create a false identity on the Service;
  • upload, post, transmit, distribute, store or otherwise make available content that, in the sole judgment of goBalto, is objectionable or which restricts or inhibits any other person from using the Site, or which may expose goBalto or its users to any harm or liability of any type; or
  • use the Service in a manner that may create a conflict of interest or undermine the purposes of the Service, such as trading reviews with other Users or writing or soliciting shill reviews.


Third Party Websites and Content

The Site contains (or you may be sent through the Service) links to other web sites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on, available through the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of, linking to or permitting the use of any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by goBalto. If you decide to leave the Site and access the Third Party Sites or to access or use any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.


User Disputes

Your communications or dealings with any other Users, including communications or dealings initiated through the Service, are solely between you and such Users, and you are solely responsible for such communications or dealings. goBalto reserves the right, but has no obligation, to monitor disputes between you and any other Users on the Site. goBalto is not responsible or liable in any manner for any loss or damage arising out of your communications or dealings with any other Users, including with respect to any goods or services offered by such Users.


Disclaimers

goBalto is not responsible or liable in any manner for any User Content or Third Party Content posted on the Site or displayed in connection with the Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or distribute on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Content. goBalto is not responsible for the conduct, whether online or offline, of any User.

The Service may be temporarily unavailable from time to time for maintenance or other reasons. goBalto shall have no responsibility for any interruption, delay in operation or transmission, theft or destruction of, unauthorized access to, or alteration of, User communications or any other content made available via the Service. Under no circumstances will goBalto be responsible for any personal injury or death resulting from the use of the Service, any User Content or Third Party Content, or any use of products or services provided by Users.

THE SERVICE, INCLUDING ALL CONTENT THEREIN, IS PROVIDED “AS IS” AND GOBALTO DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GOBALTO CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. GOBALTO DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE OR THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE, OR ITS SERVERS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE FROM OR THROUGH THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.


Limitation on Liability

IN NO EVENT WILL GOBALTO OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICE, OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF GOBALTO IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, GOBALTO’S LIABILITY TO YOU OR ANY PART CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO GOBALTO FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.


Termination

goBalto may terminate or suspend your account or ability to use the Service, in whole or in part, without notice as specified in this Terms of Service and in the event that (i) you fail to pay any fees due hereunder to goBalto when due, or (ii) you violate the Terms of Service or violate any other rules that govern the use of the Service.

goBalto may modify the Service, and all content, software and other items used or contained in the Service, at any time. References on the Service to any companies, organizations, products, or services, or other information do not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by goBalto.

You may terminate your goBalto account at any time by providing goBalto with notice of termination in accordance with the instructions on [link to instructions page]. Your access to and use of the Service, including any content therein, may be prevented by goBalto at any time after your termination of your account.


Governing Law; Venue and Jurisdiction

The laws of the State of California will govern these Terms of Service and any dispute that might arise between you and goBalto. You agree that any claim or dispute you may have against goBalto shall be resolved by a federal or state court located in San Francisco, California. You agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims or disputes and you hereby waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to such courts.


Indemnity

You agree to indemnify and hold goBalto harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any User Content you post or distribute on or through the Service, your use of the Service, your interactions with other Users of the Service, or any violation of these Terms of Service or of any law or the rights of any third party.


Miscellaneous

These Terms of Service constitute the entire agreement between you and goBalto regarding the use of the Service and supersede any prior agreements between you and goBalto relating to your use of the Service. The failure of goBalto to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Service is determined to be unlawful, void or for any reason unenforceable, such determination shall not affect the validity and enforceability of any of the remaining provisions.

This policy is effective as of February 25, 2009.