Terms and Conditions

These Terms of Service including the Privacy Policy incorporated herein (the “Terms”) govern your use of Citeline’s branded product Skipta (as defined below), and its products, software, services, and Websites (as defined below) (the “Services”), whether as a guest or a registered user. Use of the Services includes accessing, browsing, or registering to use Skipta.com and any Skipta Community Websites (“Websites”). All references to “you” and “your” in these Terms apply to both you individually and to any entity you may represent in connection with your use of the Services. All references to “Skipta” shall mean “we” or “us” means Caerus US 1 Inc. (“Citeline”), with a place of business at One Pennsylvania Plaza, Suite 2505, New York, NY 10119.

THESE TERMS INCLUDE IMPORTANT LEGAL PROVISIONS THAT DEFINE ALL RIGHTS AND OBLIGATIONS REGARDING THE SERVICES. PLEASE CAREFULLY READ THESE TERMS PRIOR TO USING THE SERVICES. YOUR USE OF THE SERVICES OR BY ACCESSING THE SERVICE THROUGH THE WEBSITE OR CLICKING TO ACCEPT OR AGREE TO THE TERMS CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS.

Your Account and its Security

1. By using the Services, you are representing and warranting to Skipta, on a continuing basis, that: (a) you are at least 18 years old; (b) you have the legal capacity and authority to enter into and comply with these Terms of Use.
2. At registration, you will be asked to enter a username, password, professional and occupational information, and other information. We must accept all such information for you to become a registered user. The information and its accuracy may affect your eligibility to register for the Services or limit your eligibility for certain features of the Services.
3. Any information you provide to us about yourself (such as identification or contact details) as part of the registration process for, or continued use of, the Services, is and shall remain accurate in all respects. We may verify or investigate information that you provide to us at any time.
4. Your rights to register and hold an account with us are the results of your professional affiliation with the company, organization, school, or institution through which you gained access to the Services. If the company, organization, school, or institution ceases to maintain its relationship with us, we may terminate your account without notice. We may charge for some Services in our sole discretion. In such event, you will be required to provide a credit card to pay for such Services.
5. You understand and agree that we will not refund any payment or any part of any payment. Any cancellation as a registered user shall be effective as of the last day of the month you already paid for.
6. You are responsible for the set-up or configuration of your system, network, computer program, application, platform, or other technology, as necessary, to connect to the interface we provide you to access our Services.
7. You are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. As a result, you agree to be solely liable for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.
8. If you want to terminate your legal agreement with us, you may do so by (i) notifying us at any time and (ii) if you are a registered user, closing your account(s) by completing the required steps on the website. Your notice should be sent, in writing, to our address, which is set out at the beginning of the Terms.

We may, at any time, terminate our Services with you without cause or if:

1. We may, at any time, terminate our Services with you without cause or if: You have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with, the provisions of the Terms).
2. We are required to do so by law (for example, where our provision of the Services to you is, or becomes, unlawful).
3. The community provider through which you gained access to us no longer has a relationship with us; or
4. Our provision of the Services to you is, in our opinion, is no longer commercially viable.

1. Your use of the Services is subject to the terms of the Privacy Policy(the “Privacy Policy”). In the event of a conflict between any provision of these Terms and the Privacy Policy, the provisions of the Privacy Policy shall govern.
2. You acknowledge and agree that Skipta may collect information about your use of the Services for various purposes, including to improve the Services and/or to protect the security of the Services and other users thereof. All such information collected by Skipta shall be governed by the Privacy Policy.

Use of the Services

1. You will use the Services only for purposes that are permitted with applicable law, regulation or legal requirements, and as agreed to in writing by Skipta.
2. You will comply with all applicable local, state, national, provincial and international laws, treaties and regulations in connection with such use of the Services.
3. You will access the Services only through the interface that we provide. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including by use of scripts or web crawlers).
4. You will not attempt to interfere with or disrupt the Services (or the servers and networks which are connected to the Services) or attempt to circumvent security, tamper with, hack into or otherwise disrupt any computer system, server, website, router or any other internet connected device.
5. Unless permitted by a separate agreement with us, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services or any part thereof, including any Content (as defined below) for any purpose.
6. You will ensure that any registered users who access our Service on your behalf comply with the Terms herein. You will be liable for any and all acts or omissions by any such person that would be a breach of the Terms if taken by you.

Provision of the Services

1. We reserve the right, at any time, in our sole discretion, to change, suspend, remove or disable access, or to impose limits on the use of or access to, the Services or any feature or part thereof, with or without notice to you, all without any liability to you. We are not responsible for typographical errors on the Website.
2. You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
3. You agree that we may provide Services to you through subsidiaries and affiliated legal entities.
4. You agree that we may change the form and nature of the Services at any time without notice to you.
5. You acknowledge and agree that we may set limits on transmissions or other use of the Services at any time, at our discretion, or may charge for Services.
6. You acknowledge and agree that access to certain Services or any or all information to which you may have access to as part, or through your use, of the Services (the “Content”) may be limited to registered users, and that some Content may be accessible to the public generally, without the need to be a registered user.
7. We may place advertisements as part of the Services. These advertisements may be targeted based on information we collect as part of the Services. These advertisements may change at any time in our sole discretion.
8. We automatically collect and store information about your use of the Services, such as your engagement with particular content including editorial, advertisements, sponsored informational programs from our advertisers, which may include pharmaceutical companies (“Sponsored Programs”), whether you opened a particular email, clicked on a link, your search queries and how often and when you engage with the Services.

Content in the Services

1. You acknowledge that the Content is the sole responsibility of the person from whom such Content originated.
2. You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services, may be protected by intellectual property rights, which are owned by the sponsors or advertisers who provide that Content to us (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute, or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by us or by the owners of that Content in a separate agreement.
3. We reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse, or remove any or all Content from any Service. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent, or objectionable and that, in this respect, you use the Services at your own risk.
4. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which we may suffer) by doing so.

Special Provisions Applicable to Companies, Organizations, Schools, and Institutions that are Community Providers

1. You are a community provider for purposes of the Services. As such, you may provide access to the Services to those individuals selected by you. To the extent we permit, you may restrict access, create sub-communities, and otherwise control the attributes of your community.
2. The Services have an initiation fee and a monthly fee as disclosed to you separately by email or other writing. These fees may change, in our discretion, on each anniversary of your contractual relationship with us. Such changes will be considered part of the Terms and may be communicated directly to you by email or other writing. We may offer an option to you to use our reasonable efforts to obtain a sponsor for your community. If you do not accept this option or otherwise revoke your acceptance of this option, then you will be responsible for all fees.
3. If you accept this option, then:
4. If we find a sponsor for you, your initiation fee and monthly fees will be reduced by the amount paid by such sponsor on your behalf. You agree that such sponsor may place advertisements and otherwise interact with you and those in your community.
5. If we cannot, after reasonable efforts, locate a sponsor for your community, then you will be responsible for all fees.
  If you are responsible for fees, you shall pay such fees within ten (10) days of our invoice. Any fees not paid in a timely manner shall be subject to eighteen percent (18%) annual simple interest plus our costs of collection, including reasonable attorneys’ fees.
6. Notwithstanding Section 19.a, if we have a separate agreement with you regarding your use of the Services, such agreement will prevail to the extent there is a conflict between the terms of such agreement and this Section 5.

Advertising and Sponsored Programs

1. We may provide your personal information to third party sponsors of advertisements and Sponsored Programs, subject to applicable law.
2. Specifically, when you are exposed to an advertisement through the Services, whether on one of our websites or apps, in an email or through some other means, or when you engage in a Sponsored Program, e.g., access a sponsored information resource, open one of our sponsored emails, Skipta may provide your personal information, such as your name and specialty (but not your email or postal address) to the applicable sponsor and/or its agents on the sponsor’s behalf.
3. We may also provide such third parties with details about your engagement with the advertisement or Sponsored Program (e.g., whether you viewed or otherwise interacted with certain content), your answers to any questions contained in the Sponsored Program and information about you that we have received from third parties.

Intellectual Property Rights.

1. Skipta retains the exclusive right, title and interest in and to all intellectual property, including, without limitation, all patents, inventions, copyrights, trademarks, trade names, service marks, trade dress, domain names, trade secrets, know-how, and all other intellectual property and/or proprietary rights, in or relating to the Services and the contents and components thereof. All such intellectual property and such intellectual property and/or proprietary rights are protected by applicable law, including, without limitation, applicable copyright laws and treaties throughout the world. You hereby acknowledge and agree that you are not permitted to reproduce in any manner the Services or any contents or components thereof, prepare derivative works from the Services or any contents or components thereof or use the Services or any contents or components thereof for any purpose other than as expressly permitted by these Terms of Use.
2. We grant you a limited, worldwide, royalty-free, non-assignable and non-transferable license to use the Services solely for the purpose of enabling you to use and enjoy the benefit of the Services as provided in the manner permitted by the Terms.
3. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless we have specifically told that you may do so in writing.

Trademarks, Service Marks, Logos, etc. The Skipta trademarks, service marks, graphics, logos and slogans used on, in or in connection with the Services are the exclusive property of Skipta and may not be copied, imitated or used, in whole or in part, without the express prior written permission of Skipta. You may not use any metatags or any other “hidden text” utilizing the name “Skipta” or any other name, trademark, service mark or product or service name of Skipta without the express prior written permission of Skipta. The look and feel of the Website, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark and/or trade dress of Skipta and may not be copied, imitated or used, in whole or in part, without the express prior written permission of Skipta. Other trademarks, service marks, trade names, product and service names and company names and logos used on, in or in connection with the Services are the property of their respective owners.

User Feedback. You (including its authorized users) may provide Skipta with ideas, comments, suggestions, recommendations, or other feedback on the features or functionality of the Services (“Feedback”). You agree that any Feedback is provided voluntarily. In the event that you provide Feedback to us, you grant us a perpetual, irrevocable, sublicensable, fully paid, transferable, royalty-free, worldwide right to use, reproduce, distribute, copy, display, perform, modify, create derivative works of, make, have made, sell, offer to sell, export, import, make improvements, and otherwise practice such Feedback for Skipta’s business purposes and shall include the right to publish such Feedback on the Website and/or in any promotional materials.

Warranty Disclaimers. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU HEREBY ACKNOWLEDGE AND AGREE TO ALL THE FOLLOWING DISCLAIMERS AND LIMITATIONS OF LIABILITY:

1. SKIPTA PROVIDES THE SERVICES ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. SKIPTA DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, THE USE THEREOF OR THE INFORMATION CONTAINED THEREIN (I) WILL BE UNINTERRUPTED OR SECURE; (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS; (III) WILL MEET YOUR REQUIREMENTS; OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE USED BY YOU.
  SKIPTA MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES AND, ON BEHALF OF ITSELF AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES.
2. SKIPTA SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES OR LOSSES ARISING FROM ANY USE (INCLUDING USE OF THE RESULTS THEREOF), MISUSE OR RELIANCE ON THE SERVICES, OR FROM ANY INABILITY TO USE, INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INABILITY TO USE, INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICES DUE TO ANY SYSTEM OR SOFTWARE FAILURE, NETWORK ATTACK, OTHER TECHNICAL ISSUES OR SCHEDULED OR UNSCHEDULED MAINTENANCE.
3. SKIPTA HEREBY DISCLAIMS ALL RESPONSIBILITY FOR ALL USER FEEDBACK THAT MAY BE INCLUDED ON THE SERVICES OR IN ANY PROMOTIONAL MATERIALS OF SKIPTA AND FOR ALL OTHER THIRD-PARTY CONTENT THAT MAY BE INCLUDED ON THE SERVICES OR IN ANY SUCH PROMOTIONAL MATERIALS.
4. THE SERVICES CONTAINS LINKS TO WEBSITES OF PARTIES OTHER THAN SKIPTA. THE INCLUSION OF LINKS TO SUCH THIRD-PARTY WEBSITES IS FOR YOUR INFORMATION ONLY AND DOES NOT IMPLY ANY SPONSORSHIP, AFFILIATION OR ENDORSEMENT OF SUCH WEBSITES OR THEIR CONTENTS ON THE PART OF SKIPTA. SKIPTA MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO, AND HEREBY DISCLAIMS ALL RESPONSIBILITY FOR, ANY CONTENT INCLUDED ON ANY THIRD-PARTY WEBSITE. YOU ACKNOWLEDGE AND AGREE THAT, IF YOU ENTER ANY SUCH THIRD-PARTY WEBSITE, YOU WILL BE SUBJECT TO THE TERMS OF SERVICE OR USE AND THE PRIVACY POLICY OF SUCH THIRD-PARTY WEBSITE, AND THAT IT IS YOUR SOLE RESPONSIBILITY TO CAREFULLY REVIEW SUCH TERMS OF SERVICE OR USE AND PRIVACY POLICY.

Indemnification. To the fullest extent permitted by applicable law, you hereby agree to indemnify, defend and hold Skipta harmless from and against, and to promptly reimburse Skipta for, any and all claims, investigations, liabilities, actions, demands, losses, damages, penalties, fines and other costs and expenses (including, without limitation, reasonable attorneys’ fees, experts’ fees, investigation costs, remediation costs and settlement costs) asserted against or incurred by any of them arising out of or relating to (a) your use of the Services; (b) breach of any representation and warranty made by you to Skipta; (c) any violation of these Terms of Use by you; (d) your actual or alleged violation of any applicable law or regulation; (e) your actual or alleged violation of any intellectual property or other rights of Skipta or any third party; (f) any inaccuracy or incompleteness of any information provided by or on behalf of you to Skipta; and/or (g) any User Feedback or other content or information that you submit to Skipta.

Limitation of Liability

1. IN NO EVENT SHALL SKIPTA OR OUR LICENSORS BE LIABLE TO YOU FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITATIVE OR EXEMPLARY DAMAGES WHETHER BASED ON BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED WARRANTY, MISREPRESENTATIN, NEGLIGENCE, STRICT LIABILITY, THIRD PARTY CLAIMS FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF CUSTOMERS, OR GOODWILLL OR ANY OTHER LEGAL THEORY, EVEN IF YOU WERE SPECIFICALLY ADVISED ABOUT THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
  SKIPTA’S ENTIRE AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO SKIPTA BY YOU UNDER THIS AGREEMENT.
2. NOWITHSTANDING THE LIMITATIONS SET FORTH IN SECTIONS 11(A) AND (B) ABOVE, NOTHING HEREIN SHALL EXCLLUDE OR LIMIT THE LIABILITY OF SKIPTA FOR DAMAGES ARISING OUT OF WILLFUL MISCONDUCT, FRAUD, OR GROSS NEGLIGENCE.
  WITHOUT LIMITING THE APPLICABILITY OF ANYTHING CONTAINED IN THIS SECTION 11, YOU MAY NOT FILE ANY ACTION, CLAIM OR LAWSUIT RELATING TO THE TERMS AND/OR THE SERVICES LATER THAN TWO (2) YEARS FROM THE EFFECTIVE DATE OF TERMINATION.

General Terms

1. Notice. You agree that we may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
2. Amendment. We reserve the right to update and change our Terms, including any policy incorporated herein, from time to time, without notice to you. Any such changes will take effect immediately upon posting the updated Terms.
3. Third Party Beneficiary. You acknowledge and agree that each member of the group of companies of which we are an affiliate shall be third-party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third-party beneficiaries to the Terms.
4. No Waiver. No delay or failure on the part of Skipta in exercising any legal right or remedy it may have against you shall be deemed to constitute a waiver of such right or remedy.
5. Force Majeure. You expressly acknowledge and agree that Skipta will not be liable to you under any legal theory for any failure to perform or delay in performing any obligation to you, whether under these or otherwise, which failure or delay is caused directly or indirectly by a force majeure event, including, without limitation, any act of God, accident, fire, strike or other labor dispute, riot, insurrection, war, epidemic or pandemic, governmental action or refusal to act, telecommunications or power failure, failure or unavailability of any software, hardware, data or network, any exchange or market ruling or any other cause beyond the reasonable control of Skipta.
6. Governing Law; Jurisdiction and Venue. The Terms shall be governed by the laws of the State of New York without regard to its conflict of law’s provisions. You agree to submit to the exclusive jurisdiction of the courts located within the Borough of Manhattan, New York to resolve any legal matter arising from the Terms and waive any right you may have to a trial by jury.
7. Equitable Relief. You acknowledge that a breach or threatened breach by you of any of its obligations under this Terms herein would give rise to irreparable harm to Skipta for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, we shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post or securing a bond in connection with obtaining injunctive or equitable relief, this being in addition to any other remedy which Skipta may be entitled at law or in equity.
8. Severability. If any court of competent jurisdiction determines that any of the Terms to be invalid, illegal or unenforceable in whole or in part, then the remainder of the void or unenforceable Terms will remain in full force and effect.
9. Assignment. You are not permitted to assign any rights, interests, or obligations under the Terms herein, and any such assignment shall be void and of no force or effect. Skipta has the right to assign its rights and obligations under the Terms herein to its Affiliates, and/or any or all of its rights and obligations hereunder. These Terms of Use shall be binding upon and inure to the benefit of you and your successors and shall be binding upon and inure to the benefit of Skipta and its successors and assigns.
10. No Fiduciary Relationship. Your use of the Services does not establish any relationship between Skipta and you, including, without limitation, that of agent and principal, employer and employee, franchisor and franchisee, joint venturers or partners.
11. Entire Agreement. The Terms and the Privacy Policy constitute the entire agreement between you and us and govern your use of the Services and unless we otherwise agree in writing with you, completely replace any prior oral or written agreements between you and us in relation to the Services.

Last updated; July 1, 2023

Terms and Conditions

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