Track TOC publishes the services at www.tracktoc.com (the "Website"). The Website has an associated news service through which Track TOC distributes email messages and/or alerts on related matters. Track TOC also distributes information from the Website and news services through Internet data feeds and customized products. The Website, associated news services and data feeds are referred to collectively as " Track TOC Services". Any data or materials displayed on Track TOC Services are referred to collectively as "Content”.
Your use of Track TOC Services and Content is governed by these terms and conditions (the “Terms”). You agree to these Terms by your use of Track TOC Services or Content. If you do not accept this agreement, or if you do not agree to any of the specific terms presented here, you should not use Track TOC Services or Content.
Track TOC may change these Terms at any time in its sole discretion by publishing the revised Track TOC Terms on this page, so you should review this page regularly. The date of the most recent revision will appear at the bottom of this page. The revisions are not applicable to disputes arising, or arising out of events occurring, before such publication. Your continued use of Track TOC Services or the Content is always an acceptance of any changes in these Track TOC Terms.
Subject to the Terms, Track TOC grants you a non-exclusive, non-transferable, limited license to access Track TOC Services and to display, download, and print the Content solely for your own noncommercial, professional use and not for the business of resale or redistribution. Any other use of Track TOC Services or the Content, whether in electronic or hard copy form, without Track TOC’s express written consent is prohibited.
Access to certain portions of Track TOC Services and Content (the “Subscriber Materials”) requires user authentication by means of (i) username/password combinations provided for that purpose by Track TOC to specific persons, or (ii) internet protocol ("IP") addresses approved for that purpose by Track TOC for authorized personnel at specific organizations. Such access may also require payment of a subscription fee, as set forth in Section 2 below. Only those specific persons for whom such usernames and passwords are provided by Track TOC and the authorized personnel at those specific organizations for which such IP addresses have been approved by Track TOC may access the Subscriber Materials under these Terms and only during the time periods during which such usernames and passwords or IP address approvals are active.
You agree not to use or permit anyone to use Track TOC Services or the Content for any unlawful or unauthorized purpose.
You are required to pay Track TOC nonrefundable monthly or annual subscription fees (the "Fees") in order to access Subscriber Materials unless your access to such materials is pursuant to a free trial authorized by Track TOC. You agree to pay the Fees charged and due at the time of your subscription. Your access to the Subscriber Materials will renew automatically for additional monthly or one year periods, as applicable, unless cancelled by you by providing Track TOC with written notice of cancellation not less than thirty (30) days prior to the expiration of the then current monthly or annual period.
All Fees may be subject to applicable New York State sales tax. You are solely responsible for any other tax that may be due as well as for any fees or charges you incur to access Track TOC Services through an Internet access provider or other third-party service.
The components, data, and features of Track TOC Services and the Content may be added to, modified, suspended, or discontinued by Track TOC without notice, and you agree that Track TOC shall not be liable to you or to any third party for any addition, modification, suspension, or discontinuance of Track TOC Services, the Content, or any part thereof.
Track TOC reserves the right to suspend or deny, in Track TOC’s sole discretion and without notice, your access to all or any portion of Track TOC Services.
Without limitation of the foregoing, Track TOC may terminate or cancel your access rights to Track TOC Services immediately without notice if you violate these Terms, and Track TOC may also block your use of Track TOC Services or direct you to cease using those services.
Except as otherwise set forth in this Section 4, all right, title, and interest in Track TOC Services and Content, including all Intellectual Property rights, belong to Track TOC or to Track TOC’s third-party information providers. You do not, through your use of Track TOC Services or the Content, acquire any proprietary interest in Track TOC Services, the Content, or any copies thereof. Track TOC is a trademark of Track TOC LLC.
If you believe that any Content is infringing copyrights or other Intellectual Property rights held by you or by someone on whose behalf you are authorized to act, please advise Track TOC in writing immediately.
For purposes of these Terms, "Intellectual Property" means, on a worldwide basis, all intellectual property, including (i) rights associated with works of authorship, including copyrights and moral rights; (ii) trademarks, service marks, internet domain names and other source indicators and the goodwill associated therewith; (iii) trade secret rights; (iv) patents, designs, algorithms and other industrial property rights; (v) other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, license or otherwise; and (vi) applications, registrations, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).
TRACK TOC SERVICES AND THE CONTENT are furnished "AS IS" and "WITH ALL FAULTS." Track TOC does not warrant or guarantee the timeliness, sequence, accuracy, or completeness of the Content.
THERE ARE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION), ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE CONTENT.
TO THE EXTENT THAT THE LAW DOES NOT PERMIT THE DISCLAIMER OF WARRANTIES, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL CONTENT AND ALL OPERATIONS ON TRACK TOC SERVICES ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED.
Without limitation of the foregoing, neither Track TOC nor Track TOC’s information providers shall be liable, regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or the timeliness or authenticity of the Content, or for any delay or interruption in the transmission thereof, or for any claims or losses arising therefrom or occasioned thereby. Neither Track TOC nor Track TOC's information providers shall be liable for any third party claims or losses of any nature, or for any lost profits, punitive, or consequential damages as a result of such errors, inaccuracies, omissions, or other defects in, or the timeliness or authenticity of the Content, or for any delay or interruption in the transmission thereof, or for any claims or losses arising therefrom or occasioned thereby. Track TOC shall not be liable for any limitation on the availability of Track TOC Services or the Content, or for any information that may be lost, due to network outages, hardware or software failures, or other circumstances beyond Track TOC's reasonable control.
Content contained in or made available through Track TOC Services is not intended to and does not constitute medical advice and no medical provider-patient relationship is formed.
Other websites listed on or accessed via Track TOC Services may not be under Track TOC's control and may require registration or subscription for full access. Links to these other resources are provided as a convenience and for informational purposes only. Track TOC makes no representations concerning the content of these websites, and providing a link to these other websites is not and should not be construed as an endorsement or approval by Track TOC of these websites or their contents. Track TOC bears no responsibility for any content or other links provided at other websites, or for your use of that content or those links, and the license granted in these Terms does not include any rights with regard to the content at these other websites.
You agree, at your own expense, to defend, indemnify, and hold Track TOC and each of Track TOC's officers, directors, employees and agents (individually or collectively, the "Indemnified Parties") harmless from and against any and all liabilities, judgments, losses, actual damages, costs, and expenses (including all reasonable attorneys’ fees) which any or all Indemnified Parties may hereafter incur themselves or pay out to another by reason of any claim, suit, or proceeding brought by a third party, at law or in equity, arising out of or relating to (i) any breach of these Terms by you, or (ii) the negligent or wrongful acts or omissions of you or any of your officers, employees, or agents relating to your use of Track TOC Services or the Content.
Under no circumstances shall Track TOC be liable to you for indirect, incidental, consequential, special or exemplary damages (even if Track TOC had been advised of the possibility of such damages), arising from any provision of these Terms (including such damages incurred by third parties), such as, but not limited to, loss of revenue or anticipated profits or lost business.
These Terms and all related disputes and suits shall be governed, construed, and interpreted in accordance with the laws of the State of Delaware without giving effect to any choice of law or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any litigation arising out of or connected in any way with these Terms shall take place in a State or Federal court of competent jurisdiction in New York County, New York. You hereby consent to personal jurisdiction and venue in the State and Federal courts located in the State of New York, County of New York, with respect to any actions, claims, disputes or proceedings arising out of or in connection with these Terms.
Severability. If a court of law or other tribunal of competent jurisdiction finds any provision of these Terms invalid, illegal, or unenforceable, the remaining portions of these Terms shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of these Terms as expressed herein.
Survival of Certain Provisions. The provisions of Sections 8, 9 and 10 shall survive any termination or expiration of these Terms.
Non-Waiver. Failure or delay by Track TOC in enforcing any provision of these Terms shall not constitute or be construed as a waiver of such provision nor of Track TOC's right to enforce such provision.
Headings and Captions. The headings and captions contained in these Terms are inserted for convenience only and shall not constitute a part hereof.