Pharmaceutical Advertising | Healthcare Marketing Company

DEFINITIONS
SCOPE OF WORK
ACCESS TO THE SERVICES
USE OF SERVICES
PAYMENT
TERMINATION, SUSPENSION, AND ENTITLEMENT TO FURTHER PAYMENT
TESTING AND BETA FEATURES
INTELLECTUAL PROPERTY AND BRAND FEATURES
DATA PROTECTION AND CONTENT
CONFIDENTIALITY
REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
INDEMNITY
LIMITATION OF LIABILITY
TERM AND TERMINAT
MISCELLANEOUS

Last updated on: February 2, 2023

1. DEFINITIONS

In this agreement:
“Content” means advertisements and other related or similar content;
“Scope of Work” means a scope of work, referencing this agreement, agreed between the parties in the form as the parties may agree;
“Services” means the services provided by Doceree under this agreement;
“Site” means a web site that Publisher controls

2. SCOPE OF WORK

2.1. This Agreement shall apply each time Publisher engages Doceree to provide services pursuant to a Scope of Work.
2.2. Upon creation of the Publisher’s account on the Doceree platform, the Publisher will need to click to accept Doceree’s standard “Terms of Service – Publisher“.
2.3. In case of any conflict between the provisions of this Agreement and an applicable Scope of Work, the conflict shall be resolved in the following order of priority (highest first):
1. a. The Scope of Work;
2. b. This Agreement;

3. ACCESS TO THE SERVICES

3.1. Publisher’s use of the Services is subject to its creation and Doceree’s approval of an account with Doceree.
3.2. Publisher hereby permits Doceree to serve for placement on a Site.
3.3. Publisher hereby grants to Doceree the right to access, index and cache the Sites, or any portion thereof, including by automated means.
3.4. Doceree may refuse to provide Services to any Site.

4. USE OF SERVICES

4.1. Publisher may use Doceree’s Services only as permitted by the terms of this agreement and any applicable laws, and may not misuse the Services by trying to access them by using a method other than the interface and the instructions that are provided by Doceree or otherwise.
4.2. By using the Services, Publisher agrees to the terms of this Agreement and any policies and guidelines relating to the Services or use of the Services of Content that Doceree may issue to Publisher from time to time.
4.3. In case of any conflict the express provisions of this Agreement shall prevail over the terms of any policies and guidelines issued under clause 4.2.
4.4. Doceree may add or remove functionalities or features of the Services at any time, and Doceree may suspend or stop a Service altogether.

5. PAYMENT

5.1. Publisher shall receive payments related to the number of valid clicks on Content displayed on its Sites, the number of valid impressions of Content displayed on its Sites, or other valid events performed in connection with the display of Content on Publisher’s Sites. This payment will be made only if and when Doceree determines Publisher’s Sites have remained in compliance with the terms of this Agreement for the entirety of the period for which payment may be due and through to the date that the payment is issued.
5.2. If Publisher’s account is in good standing through to the time when Doceree is due to issue a payment, Doceree will pay Publisher by the end of the third calendar month following any calendar month in which the balance reflected in Publisher’s account equals or exceeds the applicable payment threshold. If Doceree is investigating Publisher’s compliance with this Agreement or Publisher has been suspended or terminated, payment may be delayed or withheld. To ensure proper payment, Publisher is responsible for providing and maintaining accurate contact and payment information in its account.
5.3. Publisher is responsible for any charges assessed by Publisher’s bank or payment provider, including any bank fees.
5.4. Unless expressly authorized in writing by Doceree, Publisher may not enter arrangements of any kind with a third party where that third party receives
1. a. payments due to Publisher under this Agreement, or
2. b. other financial benefit in relation to the Services.
5.5. Payments will be calculated solely on Doceree’s accounting. Publisher hereby acknowledges and agrees that it is only entitled to payment for its use of the Services for which Doceree has been paid; if, for any reason, Doceree does not receive payment from an advertiser or credits a payment back to an advertiser, Publisher is not entitled to be paid for any associated use of the Services. Additionally, if an advertiser whose Content are displayed on any Sites defaults on payment to Doceree, Doceree may withhold payment or charge back Publisher’s Account.
5.6. Doceree has the right to withhold or adjust payments to Publisher to exclude any amounts that Doceree determines arise from invalid activity. Invalid activity includes, but is not limited to,
- spam, invalid clicks, invalid impressions, invalid queries, invalid conversions, or other invalid events on Content generated by any person, bot, automated program or similar device, including through any clicks, impressions, queries, conversions, or other events originating from Publisher’s IP addresses or computers under its control;
- clicks, impressions, queries, conversions, or other events solicited or generated by payment of money, false representation, or requests for end users to click on Content or take other actions;
- Content served to end users whose browsers have JavaScript disabled or who are otherwise tampering with ad serving or measurement;
- any click, impression, query, conversion, or other event occurring on a Sites that does not comply with Doceree’s policies;
- any click, impression, query, conversion, or other event occurring on a Sites associated with another Company account that Publisher uses; and
- all clicks, impressions, queries, conversions, or other events in any Account with significant amounts of invalid activity, as described in the above paragraphs or with activity indicating intentional misconduct.
5.7. In the event Doceree detects invalid activity, either before or after issuing a payment for that activity, Doceree reserves the right to debit Publisher’s account, and adjust future payments accordingly, for all invalid clicks, impressions, queries, conversions, or other events including for all clicks, impressions, queries, conversions, or other events on Sites that do not comply with Doceree’s Terms.
5.8. Doceree may refund or credit advertisers for some or all of the advertiser payments associated with a Publisher’s account. Publisher hereby acknowledges and agrees that, whenever Doceree issues such refunds or credits, it shall not be entitled to receive any payment for any associated use of the Services.

6. TERMINATION, SUSPENSION AND ENTITLEMENT TO FURTHER PAYMENT

6.1. Doceree may at any time, without providing a warning or prior notice, temporarily suspend further payments on Publisher’s account, suspend or terminate the participation of any Sites in the Services, or suspend or terminate Publisher’s account because of, among other reasons, invalid activity or Publisher’s failure to otherwise fully comply with Doceree’s policies. Doceree can terminate Publisher’s participation in the Services, and close its account, if its account remains inactive for a period of six or more consecutive months. If Doceree closes Publisher’s account due to inactivity, and the balance reflected in the account equals or exceeds the applicable threshold, Doceree will pay the Publisher that balance, subject to the payment provisions in clause 5.
6.2. If Doceree terminates Publisher’s account due to its breach of the terms of this Agreement, including, but not limited to, invalid activity on any Sites which Publisher causes or fails to prevent, or Publisher’s failure to otherwise fully comply with Doceree’s Terms, Publisher will not be entitled to any further payment from Doceree for any prior use of the Services. If Publisher breaches the terms of this Agreement or Doceree suspends or terminates Doceree’s Account, Publisher
1. is prohibited from creating a new account, and
2. may not be permitted to monetize content on other Doceree products.
6.3. If Publisher disputes any financial reporting, payment made or withheld relating to its use of the Services, or, if Doceree terminates Publisher’s account and Publisher disputes such termination, Publisher must notify Doceree within 30 days of any such reporting, payment, non-payment, or termination by submitting an appeal. If Publisher does not, any claim related to the disputed payment or termination is waived.

7. TESTING AND BETA FEATURES

7.1. Doceree may periodically conduct tests that may affect Publisher’s use of the Services. Doceree shall use its best efforts to limit such tests to avoid adverse effects to Publisher. Publisher acknowledges that the tests are to ensure the timeliness and validity of Doceree’s services, and that Doceree shall not be entitled to notice or compensation related to the tests, or any impact from such tests.
7.2. As Doceree develops and adds features to its Program, certain Program features may be identified as “Beta” or as otherwise unsupported or temporary (“Beta Features”). Publisher may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features. Doceree may cease providing beta feature(s) at any time in its discretion, and may not, in its discretion, provide any technical support services in relation to beta features. Beta Features shall be considered Doceree’s Confidential Information.

8. INTELLECTUAL PROPERTY AND BRAND FEATURES

8.1. Other than as set out expressly in the Agreement, neither party will acquire any right, title, or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.
8.2. If Doceree provides Publisher with software in connection with the Services, Doceree grants Publisher a non-exclusive license for use of such software. Such license is for the sole purpose of enabling Publisher to use and enjoy the benefit of the Services as provided by Doceree, in the manner permitted by the Agreement and may not be sub-licensed. Publisher may not copy, modify, distribute, sell, or lease any part of the Services or included software, or reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions, or Doceree’s written permission has been obtained. Publisher will not remove, obscure, or alter Doceree’s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any of Doceree’s services, software, or documentation.
8.3. Doceree grants to Publisher a non-exclusive, non-sublicensable license to use Doceree’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”) solely in connection with Publisher’s use of the Services and in accordance with the terms of this Agreement. Doceree may revoke this license at any time. Any goodwill arising from Publisher’s use of Doceree’s Brand Features will belong to Doceree.
8.4. Doceree may include Publisher’s name and Brand Features in its presentations, marketing materials, customer lists and financial reports.

9 .DATA PROTECTION AND CONTENT

9.1. In this agreement:
1. Data Protection Laws means all laws, regulations and codes of practice in the applicable jurisdiction providing for the protection of personal data including but not limited to, for the jurisdictions in which they apply, the General Data Protection Regulation 2016/679/EU (the “GDPR”) and Directive 2002/58/EC (Directive on privacy and electronic communications) and national legislation implementing or referencing them; and
2. Content Laws means all laws regulations and codes of practice in the applicable jurisdiction relating to the Content, including all general and industry-specific laws, regulations and codes of practice relating to advertising
9.2. Publisher represents and warrants that its use of the Services and its collection or otherwise obtaining of any personal data for the purposes of the Services will comply with all applicable laws and regulations, including all Data Protection Laws and Content Laws.
9.3. Publisher is responsible for determining whether the Service is suitable for its use in light of its obligations under the Data Protection Laws and Content Laws and Doceree will not be liable for not being able to provide the Services if Publisher’s use of them would constitute a breach of any Data Protection Laws or Content Laws
9.4. Publisher is responsible for getting and maintaining all necessary permissions and consents required for:
1. the lawful transfer of data to Doceree and to enable such data to be lawfully collected, processed, and shared by Doceree as necessary for the purposes of providing the Services; and
2. to enable the lawful deployment where necessary for the Services of cookies, web storage and similar tracking technologies and collection of data from the devices of contacts and end users.
9.5. The Publisher will ensure that at all times that it uses the Services, the Sites shall have a clearly labelled and easily accessible privacy policy that provides end users with clear and comprehensive information about cookies, device-specific information, location information and other information stored on, accessed on, or collected from end users’ devices in connection with the Services, including, as applicable, information about end users’ options for cookie management. The Publisher will use commercially reasonable efforts to ensure that an end user gives consent to the storing and accessing of cookies, device-specific information, location information, or other information on the end user’s device in connection with the Services where such consent is required by law.
9.6. Publisher shall indemnify Doceree against any losses, including all legal fees and expenses, that result from any breach by Publisher of this clause.

10. CONFIDENTIALITY

10.1. Publisher agrees not to disclose Doceree’s Confidential Information without its prior written consent.10.2. “Confidential Information” includes:
1. all software, technology and documentation relating to the Services;
2. click-through rates or other statistics relating to Sites performance as pertaining to the Services;
3. the existence of, information about, or the terms of, any non-public beta or experimental features in a Service; and
4. any other information made available by Doceree that is marked confidential or would normally be considered confidential under the circumstances in which it is presented.
10.3. Confidential Information does not include information that Publisher already knew prior to its use of the Services, that becomes public through no fault of Publisher, that was independently developed by Publisher, or that was lawfully given to Publisher by a third party.

11. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

11.1. Publisher represents and warrants that:
1. it has full power and authority to enter into this Agreement;
2. it is the owner of, or is legally authorized to act on behalf of the owner of, each Site;
3. it is the technical and editorial decision maker in relation to each Sites on which the Services are implemented and it has control over the way in which the Services are implemented on each Sites;
4. entering into or performing under the terms of this Agreement will not violate any agreement Publisher has with a third party or any third-party rights; and
5. all of the information provided by Publisher to Doceree is correct and current.
11.2. Other than as expressly set out in this agreement, Doceree provides each Service “as is” and does not make any promises or give any assurances about the Services. Accordingly:
1. Doceree may refuse to serve advertisements and other content for any reason;
2. Doceree does not guarantee that every page will receive Content or that any number of Content will be served;
3. Doceree does not make any commitments about the content within the Services, the specific function of the Services, or their profitability, reliability, availability, or ability to meet Publisher’s needs.
11.3. To the extent permitted by law, Doceree excludes all warranties, express, statutory, or implied, in relation to the Services.

12. INDEMNITY

Publisher shall indemnify Doceree, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Sites, including any content served on the Sites that is not provided by Doceree, its use of the Services; or its breach of any terms of this Agreement.

13. LIMITATION OF LIABILITY

13.1. To the extent permitted by law, except for the indemnification obligations hereunder or Publisher’s breach of any intellectual property rights, confidentiality obligations, or proprietary interests set out in this Agreement:
1. in no event shall either party be liable under the terms hereof for any consequential, special, indirect, exemplary, or punitive damages whether in contract, tort, or any other theory, even if such party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy, and
2. each party’s aggregate liability under the terms hereof is limited to the net amount received and retained by that particular party in connection with the terms hereof during the three month period immediately preceding the date of the claim.
13.2. Each party acknowledges that the other party has entered into this agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

14. TERM AND TERMINATION

14.1. The term applying to the engagement of Doceree under this Agreement for any Services shall be as set out in one or more Scopes of Work covering the provision of such Services by Doceree hereunder.14.2. This Agreement may be terminated:
1. by either party immediately if:
2. the other party commences a proceeding under any bankruptcy, insolvency, or similar law or
3. any such proceeding is commenced by a third party against such other party and not dismissed within sixty (60) days thereafter;
4. by either party if the other party breaches any of its material obligations, covenants, or agreements hereunder and such breach is not cured within a reasonable period of time (in light of the nature of, and circumstances surrounding, such breach, but not to exceed sixty (60) days in any event) following the breaching party’s receipt of written notice thereof from the non-breaching party;
5. by Doceree immediately if Publisher is in breach of clause 4 of this agreement;
6. at any time upon the mutual written agreement of the parties; and
by either party upon written notice after the three year anniversary of the date hereof, provided however, that no such termination shall precede the completion of the term under any Scopes of Work.

15. MISCELLANEOUS

15.1. Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2. Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.3. Assignment. The Publisher may not assign or transfer any of its rights under the Agreement.
15.4. Independent Contractors. The parties are independent contractors and this Agreement does not create an agency, partnership, or joint venture.
15.5. No Waiver. Other than as set forth in Section 6, the failure of either party to enforce any provision of the terms of this Agreement will not constitute a waiver thereof.
15.6. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
15.7. Communications. In connection with the Publisher’s use of the Services, Doceree may contact the Publisher regarding service announcements, administrative messages, and other information. The Publisher may opt out of some of those communications in its account settings.
15.8. Notices. Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
15.9. Governing law. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
15. 10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.