Terms of Service

The following additional terms are incorporated into this Agreement as if fully set forth herein:

• Privacy Policy
• Copyright Policy
• Complaint Policy (including Privacy and Trademark)
• Cookie Policy

Among other functionality, the Service provides content creation, sharing, publication and viewing functions tailored for content targeted towards healthcare professionals. Users on the Service are referred to as "Users" or "you" and may be businesses or other users given access to the Service by such businesses. When used in this Agreement, "you" shall refer to the User individually, as well as in their capacity as an agent or representative of any business that such User represents, if any.

You must be at least eighteen (18) years old to use the Service. By using the Service, you represent that you meet the applicable minimum age requirement.

Some parts or all of the Service may be intended for use by healthcare professionals, or other specific groups of users, and may not be available to the general public, and we may impose eligibility rules from time to time. We reserve the right to amend or eliminate these eligibility requirements at any time.

By requesting to use, registering to use and/or using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and you commit to abide by all of the terms and conditions hereof. If you are accessing the Service as a business, or as a user given access to the Service by a business, you additionally represent and warrant that (i) you are not a competitor of Qoolo; and (ii) you are properly licensed, permitted and qualified as required in your applicable jurisdiction to use the Service for your intended purposes.

We do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that Users will be able to access or use the Service, or its features, at all times.

The Service may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice, even if your order has already been accepted or processed.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice.

We do not provide medical or other healthcare services and are not licensed to practice medicine. The Service is intended to assist healthcare professionals and others in accessing educational and informational content; it is not intended to serve as a diagnostic service or platform, to provide clinical certainty with respect to any diagnosis, or to recommend a particular drug, product, procedure, or course of treatment for any individual patient. Any outputs generated in response to clinical inputs, including any treatment guidance or decision-support features, are provided for informational and educational reference only. We make no representation or warranty as to the legal or regulatory compliance of content accessible through the Service, including compliance with pharmaceutical marketing, advertising, and disclosure laws; you are solely responsible for compliance with the laws of your jurisdiction with respect to your use of the Service.

You agree that you will not use the Service to create any physician/patient relationship, and that outputs generated by or accessible through the Service do not constitute medical advice or a substitute for the independent clinical judgment of a qualified healthcare professional. We do not recommend or endorse any specific drugs, tests, healthcare providers, products, procedures, opinions, or off-label drug uses that may be mentioned on the Service, and we assume no responsibility for such information. You are solely responsible for evaluating information obtained through the Service, for your compliance with all laws and standards of professional practice applicable to you, and for your treatment decisions and all other decisions made in reliance on information obtained through the Service. Your use of the information obtained through the Service is solely at your own risk, and you agree that we and our licensors are not responsible or liable for any claim, loss, or damage arising from such use. Content accessible through the Service may be created and published by Users or other third parties; such content represents the views of the respective publisher and not Qoolo.

Portions of the Sites, including demonstrations and examples of the Service, feature "Neoqool," a fictitious brand created by Qoolo solely for the purpose of demonstrating Qoolo products and services. All claims, promotional materials, images, and people associated with Neoqool are also fictitious. Any resemblance to real brands, products, or people is purely coincidental. Information provided about the product, including scientific data and regulatory information, is also fictitious and purely illustrative, and should not be construed to be representative of actual products on the market in a similar product category. "Neoqool" is not a real therapeutic product, treatment, or drug, and no information, imagery, or claims associated with Neoqool refer to any actual medical condition, therapy, or regulatory approval. You should not rely on any information contained in these fictitious demonstrations or mockups for any medical, clinical, treatment, or diagnostic purpose, and such content must not be used as a substitute for professional medical advice, judgment, or care.

Your access to and use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.

You agree not to distribute, upload, make available or otherwise publish through the Service any information, ideas, text, suggestions, comments, questions, messages, tags, causes, promotions, documents, links, or similar materials ("Submissions") that:

• are unlawful or encourage another to engage in anything unlawful;
• contain a virus or any other similar programs or software which may damage the operation of our or another's computer;
• violate the rights of any party or infringe upon the patent, trademark, trade secret, copyright, right of privacy or publicity or other intellectual property right of any party; or
• are libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening or bullying.

You further agree that you will not do any of the following:

• breach, through the Service, any agreements that you enter into with any third parties;
• stalk, harass, injure, or harm another individual through the Service;
• modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;
• interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;
• transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;
• attempt to probe, scan or test the vulnerability of a system or network of the Service or to breach security or authentication measures without proper authorization;
• take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
• harvest or collect the email address, contact information, or any other personal information of other users of the Service;
• use any means to crawl, scrape or collect content from the Service via automated or large group means;
• submit, post or make available false, incomplete or misleading information to the Service, or otherwise provide such information to us;
• register for more than one user account;
• impersonate any other person or business;
• access or attempt to access any portion of the Service that is not public; or
• override or attempt to override any security measures in place on the Service.

You must keep your username, password and any other information needed to log in to the Service, if applicable, confidential and secure. We are not responsible for any unauthorized access to your account or profile by others.

You agree that you will not violate any applicable law or regulation in connection with your use of the Service.

Notwithstanding anything herein to the contrary, we reserve the right, in our sole discretion, to protect our users from violators and violations of these rules of conduct, including but not limited to restricting your access to and use of the Services, restricting or terminating your ability to upload Submissions, immediately terminating your access to of the Service, or terminating your access to the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.

You are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of any Submission. However, in order for us to provide the Service, we need your permission to process, display, reproduce and otherwise use Submissions you make available to us.

Therefore, if you choose to submit any Submissions, including any Submissions submitted via, or otherwise made available through the Service, you hereby grant to us a non-exclusive, worldwide, royalty-free license to reproduce, use, display, perform, transmit, distribute, and translate such Submissions solely as necessary to provide, operate, maintain, and improve the Service and as otherwise described in this Agreement and our Privacy Policy. We may also use aggregated, de-identified data derived from your use of the Service to analyze usage patterns and improve our products and services, as further described in our Privacy Policy.

By submitting any Submissions to us you hereby agree, warrant and represent that: (a) the provision of the Submissions is not a violation of any applicable law or any third-party's rights; (b) all such Submissions are, to the best of your knowledge, complete, accurate and true, (c) we shall be entitled to use or disclose the Submissions as set forth in this Agreement; (d) you are not entitled to compensation or attribution from us in exchange for the Submissions; and (e) to the extent required, you have obtained all requisite consents and permissions for you and us to use the Submissions with respect to the Service and the Agreement.

You acknowledge that we are under no obligation to maintain the Service, or any information, materials, Submissions or other materials you submit, post or make available to or on the Service. In addition, we do not pre-screen any Submissions or materials, but we reserve the right to refuse, withhold, remove and or discard any such material at any time.

You understand that by sharing information or Submissions on the Service, by participating in the Service, and by requesting information to be sent through, or downloading information from, the Service, you may be revealing information about yourself, the entity that you represent, or your business that may include financial, credit, or similar information, including with other Users. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials and using the Service, and you agree that we shall not be held responsible, and we shall be released and held harmless by you from any liability or damages arising out of such conduct.

The Service may be used by Users to create and publish content to third-party recipients, including healthcare professionals and other end users ("Published Content"). Where Published Content is made available through the Service by a User, that User — and any organization on whose behalf they act — is the publisher of such content and is solely responsible for its accuracy, completeness, legality, and compliance with all applicable laws and regulations, including the rules and guidelines of applicable regulatory agencies. We do not review, endorse, or verify Published Content created and distributed by Users, and such content represents the views of the respective publisher and not Qoolo.

Qoolo may also independently create and make available certain content through the Service, including educational, scientific, or informational materials ("Qoolo Content"). Qoolo Content is provided for informational and educational purposes only. It does not constitute professional medical, legal, regulatory, scientific, or financial advice, and should not be relied upon as a substitute for consultation with a qualified professional. We make no representation that Qoolo Content is accurate, complete, or current, and we reserve the right to modify or remove it at any time.

Qoolo makes available certain artificial intelligence-powered features and tools within the Service to assist Users in creating, converting, translating, and enhancing content (collectively, "AI Features"). We reserve the right to add, modify, or discontinue any AI Feature at any time, including by imposing usage limits.

Your Inputs and Outputs. If you are using the Service to create or publish content, you are solely responsible for any content you submit to an AI Feature ("Input") and any content generated as a result ("Output"). By submitting Input, you represent and warrant that you have all rights, licenses, and permissions necessary to do so. You are responsible for ensuring that your Input and Output comply with this Agreement and all applicable laws before using, publishing, or distributing any Output. As between you and us, you retain ownership of Output generated through your use of AI Features using your Input; provided, however, that due to the nature of AI technology, Output may not be unique across Users.

Accuracy; No Professional Substitute. Content available through the Service, including content viewed by healthcare professionals and other end users, may have been created, converted, translated, or otherwise enhanced using AI-powered tools. While we may review certain content made available through the Service for quality and editorial purposes, such review does not constitute professional medical, clinical, or regulatory verification or endorsement. We make no representation that any content available through the Service is accurate, complete, or free from error, and you should not rely on it as a substitute for independent professional judgment. All Users of the Service — whether creating or viewing content — are solely responsible for evaluating the accuracy and appropriateness of content for their intended purpose. Without limiting the foregoing, content of a medical, scientific, clinical, or pharmaceutical nature must be reviewed and verified by qualified medical, scientific, and/or regulatory affairs professionals before it is relied upon, published, or used in any promotional, medical affairs, or regulatory submission context. Content available through the Service is not a substitute for professional medical, legal, regulatory, scientific, or financial advice.

Third-Party AI Providers; No Training on Your Content. AI Features are powered in part by third-party artificial intelligence providers. By using an AI Feature, you acknowledge that your Input may be transmitted to and processed by such providers solely for the purpose of generating your Output. We do not use your Content or Input to train, fine-tune, or otherwise improve any AI model, and we require our AI providers to handle your Input consistently with this commitment.

Additional Prohibited Conduct. In addition to the restrictions set forth in the Rules of Conduct above, you agree not to use any AI Feature to:

• represent AI-generated Output as independently clinically verified, peer-reviewed, or regulatory-approved when it has not been;
• create content that constitutes off-label promotion in violation of applicable law or regulatory guidelines;
• misrepresent to any third party that AI-generated Output was created or approved by a human expert without AI assistance; or
• circumvent any applicable medical, legal, or regulatory review process.

Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The "look" and "feel" of the Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks ("Qoolo Marks") are our property or the property of their respective owners, as indicated. "Qoolo" and "QClinical" are registered trademarks of Qoolo Inc. You may not use the Qoolo Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.

You acknowledge that the software used to provide the Service, and all enhancements, updates, upgrades, corrections and modifications to the software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property or that of our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.

We reserve the right to deny all or some portion of the Service to any user, in our sole discretion, at any time. Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law.

All grants of any rights from you to us related to Submissions or other materials, including but not limited to copyright licenses, shall survive any termination or expiration of this Agreement. Further, your representations, defense and indemnification obligations survive any termination or expiration of this Agreement.

The Service may contain links to the sites or materials of third parties. Such links are provided for informational purposes only, and we do not endorse any website or services through the provision of such a link.

The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third parties. We do not endorse any third party content that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected, reformatted or otherwise edited by us.

To the extent that you use any functionality of the Service to link to or submit third party Submissions or other materials or information, you shall obtain all requisite consents and permissions for you and us to use those materials with respect to the Service and the Agreement.

EXCEPT WHERE NOT PERMITTED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, AND WE, AND OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND IN AND TO THE SERVICE. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.

FURTHER, OPINIONS, ADVICE, STATEMENTS, OFFERS, SUBMISSIONS OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICE BY USERS, INCLUDING BUSINESSES AND USERS GIVEN ACCESS TO THE SERVICE BY SUCH BUSINESSES, ARE THOSE OF THEIR RESPECTIVE AUTHORS AND SHOULD NOT BE RELIED UPON. WE HAVE NO CONTROL OVER THE QUALITY, SAFETY OR LEGALITY OF SUCH CONTENT AND MAKE NO REPRESENTATIONS ABOUT SUCH CONTENT. THE RESPECTIVE AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT. WHERE WE MAKE CONTENT AVAILABLE THROUGH THE SERVICE DIRECTLY, SUCH CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE PROFESSIONAL ADVICE OF ANY KIND. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS THAT YOU MAKE BASED UPON ANY CONTENT AVAILABLE THROUGH THE SERVICE.

ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL INFORMATION OR COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE "RELATED PARTIES") BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE.

Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then, to the maximum extent permissible by law, you agree that neither we nor any of our subsidiaries, affiliated companies, employees, members, shareholders, officers or directors shall be liable for (1) any damages in excess of the greater of (a) $500.00 or (b) the amounts paid to, or by, you through the Service within the last six months, or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service or any goods sold or provided by us. This limitation shall apply regardless of the basis of your claim, whether other provisions of this Agreement have been breached, or whether or not the limited remedies provided herein fail of their essential purpose.

This limitation shall not apply to any damage that cannot be disclaimed in this Agreement. SOME STATES MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.

You agree that any claim or dispute arising out of or relating in any way to the Service will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of New York shall govern this Agreement, and shall be used in any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

To begin an arbitration proceeding, you must send an email requesting arbitration and describing your claim to legal@qoolo.com.

Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect, shall be conducted in English, and shall be located in New York, New York. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.

You and Qoolo agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and Qoolo agree that each have waived any right to a jury trial.

Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.

All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Service, or to us, may only be brought by you in a state or federal court located in New York, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK.

The Service is not directed to individuals under the age of 13. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child's information if required by the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website at www.ftc.gov for more information. For more information about our privacy practices with respect to the personal information of children, please see our Privacy Policy.

Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.

Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

Revisions. This Agreement is subject to change on a prospective basis at any time. In the event that we change this Agreement, you may be required to re-affirm the Agreement through use of the Service or otherwise. Your access to and use of the Service after the effective date of any changes will constitute your acceptance of such changes.

No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.

Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.

No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Notices. All notices given by you or required under this Agreement shall be in writing and sent via email to legal@qoolo.com.

Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.

Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.

Force Majeure. In no event shall we or our affiliates be liable to you for any damage, delay or failure to perform resulting directly or indirectly from any event outside of our reasonable control or any force majeure event.