Terms of Service

• Terms and Conditions
• Pay-per-Click

Last updated: 1st December 2009
All content copyright © 1998-2012 Innovaro Medical Device Licensing
All rights reserved

1.SERVICES

1.1 Your use of our services and web sites (referred to collectively as the “Services” in this document) is subject to the terms of a legal agreement between you and Innovaro Medical Device Licensing, a division of Innovaro Europe, Ltd., (Innovaro) whose principal place of business is at Marlborough House, Westminster Place, York Business Park, York, YO26 6RW, UK.

1.2 Unless otherwise agreed in writing with Innovaro, your agreement with Innovaro will always include the terms and conditions set out in this document.

1.3 Your agreement with Innovaro will also include the terms of any Legal Notices applicable to the Services. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.

1.4 These Terms, together with the Additional Terms, form a legally binding agreement between you and Innovaro in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.

2. ACCEPTING THE TERMS

2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by actually using the Services. In this case, you understand and agree that Innovaro will treat your use of the Services as acceptance of the Terms from that point onwards.

2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Innovaro, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.

2.4 Before you continue, you should print off or save a local copy of the Terms for your records.

3. AGREEMENT FOR SERVICES: PROFILING

3.1 Profiling

3.1.1 Innovaro will provide you with a Profiling Service. The Profile will allow you to post to the InnovaroMedicalDeviceLicensing website (the Site) an unlimited number of partnering opportunities. The service will include: listing of company information, contact person and contact details; unlimited press releases; company logo; inclusion in weekly newsletter; real time statistics of viewers.

3.2 In conjunction with the Profiling Service, you:

3.2.1 Acknowledge that the partnering opportunities represented by Innovaro through the Site are with third-party companies and therefore Innovaro cannot control whether the partnering opportunity as presented by you will be of interest to those third-party companies.

3.2.2 Will cooperate with Innovaro and will promptly provide Innovaro with all pertinent materials and requested information in order for Innovaro to perform its Services pursuant to this Agreement.

4. PAYMENT FOR SERVICES

4.1 In consideration for providing these Services, you shall pay Innovaro for the Services under the below structure (in US dollars):

• $0.50 per page impression on your Profile

• $2.50 per click through from Profile to your website

• $10.00 per enquiry emailed directly from the Site to you

4.1.1 The above consideration shall be taken automatically by Innovaro from your pre-nominated credit card on the first of every month, and is applicable in arrears to activities as described in 4.1 above on your profile during the previous calendar month.

4.2 In addition, you agree that in the event a company contractually agrees to partner with you, based on the introductions made through the efforts of Innovaro, you agree to pay to Innovaro a success fee based the formula set forth below, and further agrees to provide to Innovaro, a copy of the fully executed partnering agreement, within 10 days following its execution.

4.2.1 Innovaro’s success fee shall be based upon the consideration received or paid by you under the below formula (in US dollars):

• 4% of the first million dollars

• 3% of the second million

• 2% of the third million

• 1% of everything thereafter (above 3 million dollars)

4.2.2 The above consideration shall be paid to Innovaro, in the same manner, form, and time that the payments are exchanged between you and the contracting party under your partnering agreement with that contracting party. The success fee obligation shall survive the termination of this Agreement.

4.3 In the event of non-payment of the Profiling Service or success fee, you will be responsible for all costs incurred by Innovaro including without limitation, for legal fees incurred. Invoices not paid within thirty days of the invoice date shall be subject to interest at 5% per annum above the UK base rate for Lloyds TSB Bank Plc prevailing from time to time.

4.4 Payments under this Agreement, including the success fee, do not include any excise, sales, withholding, use or other taxes applicable within your home country.  If any such taxes are applicable, you shall be fully responsible for calculating the appropriate tax and, either, adding it to the payments, or, making direct payments to the relevant authorities, whichever is appropriate.

5. TERM

The term of the Agreement will be ongoing, unless you have specified an upper limit on the amount to be paid for the Profiling Services provided as described in Clause 4.1. In this case the Agreement will terminate as soon as that upper limit has been reached unless the Agreement has been renewed by you at the joint discretion of the Parties

The requirement of you to pay the success fee to Innovaro, as described above, shall continue and remains a binding obligation of yours.

6. NOTICES

6.1 Any notice required to be given under this Agreement shall be sent by courier service or first class post or fax or electronic mail and shall be deemed to be given two days after posting if sent by post to the other party's address, at the time the fax is sent if sent by fax before 4.00 pm in the afternoon otherwise 9.00 am the next working day and at the time the e-mail is received at either party's e-mail address if sent by electronic mail.

6.2 In relation to Innovaro, its address for these purposes shall be:

Medical Device Licensing, a division of Innovaro Europe Ltd, First Floor Marlborough House, Westminster Place, York Business Park, YORK, YO26 6RW, United Kingdom

By hand, by first class mail, by fax to: +44 (0) 1904 520461 or by electronic mail

7. PARTNER - DEFINED

For the purposes of this Agreement, “partner” or “partnering” shall include, but are not limited to partnering, joint ventures, mergers, acquisitions, licensing, sponsored research and or any related business arrangements or activities.

8. CONFIDENTIALITY

8.1 Confidential information means any information or data disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") with respect to the scope, which (1) if in tangible form or other media that can be converted to readable form is clearly marked as proprietary, confidential or private when disclosed, or (2) if oral or visual, is identified as proprietary, confidential, or private when disclosed. Confidential Information may include any and all proprietary information, whether of a technical, business or other nature including without limitation, processes, algorithms, apparatus, equipment, formulae, data, software, technology, know-how, designs, inventions, experimental work, development, details and specifications, and/or trade and business secrets, sales, and financial information. Confidential Information shall not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party; (iv) is obtained by the Receiving Party from a 3rd Party without a breach of such 3rd Party's obligations of confidentiality; (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (vi) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

8.2 Both Parties agree not to divulge Confidential Information, to any 3rd Party, unless the other Party agrees otherwise in writing. Additionally, neither Party shall use any Confidential Information of the other Party for any purpose other than for the purpose of fulfilling its obligations under the service.

8.3 Innovaro represents and warrants that it has established appropriate internal procedures for protecting your Confidential Information including, without limitation, restrictions on disclosure of such information to employees and other persons who may be engaged in rendering services to any person, firm or entity which may be a direct competitor of yours.

9. GENERAL

9.1 Each Party shall, upon request, execute, acknowledge and deliver to the other Party any and all further instruments that may be reasonably required to give full effect and force to the provisions of this Agreement, e.g., confidentiality agreements, non-disclosure agreements.

9.2 This Agreement sets forth the entire agreement between the Parties, both written and oral, and may not be cancelled, modified, or amended except by a written instrument executed by both Parties.

9.3 Any failure by any party to exercise or enforce any of its rights under these Terms & Conditions shall not be deemed to be a waiver of any such rights or operate so as to bar the subsequent exercise or enforcement of any such right.

9.4 Both Parties agree not to issue press releases to third-parties, which mention both Innovaro and you, without the prior written consent of both Innovaro and you, unless required by securities laws, rules and/or regulations.

9.5 This Agreement may be executed in any number of counterparts, each of which, so executed, shall be deemed an original and constitute one and the same Agreement.

9.6 The Agreement represents the entire understanding between Innovaro and you in relation to its subject matter and supersedes all other agreements or representations made by either whether oral or written.

9.7 Innovaro hereby gives notice of its right to convert this Agreement to electronic format and retain this Agreement solely in an electronic format.  Innovaro may provide this Agreement in electronic form or may provide a reproduction of this Agreement from its electronic copy in the event of any dispute regarding the rights and obligations of the parties under this Agreement. The parties agree that any document in electronic format or any document reproduced from an electronic format shall not be denied legal effect, validity, or enforceability and shall meet any requirement to provide an original or hard copy.

9.8 This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

10. LAW AND JURISDICTION

10.1 If this Agreement is entered into with a non US company, this Agreement shall be governed by and is to be construed in accordance with English law. The parties agree that the Courts of England & Wales shall have exclusive jurisdiction to settle any dispute that may arise out of or in connection with this Agreement.

10.2 If this Agreement is entered into with a US company, this Agreement shall be governed by and is to be construed in accordance with the laws of the State of Florida, United States of America. The parties agree that the state and federal courts located in the State of Florida shall exclusive jurisdiction over any claim or dispute concerning or arising out this Agreement, with venue being located in Hillsborough County, Florida. And the Parties hereby irrevocably consent to the exclusive jurisdiction of such courts and irrevocably waive any claim of inconvenient forum.

10.3 Notwithstanding this, you agree that Innovaro shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction

11. PROVISION OF THE SERVICES BY Innovaro

11.1 Innovaro has subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of Innovaro itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

11.2 Innovaro is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Innovaro provides may change from time to time without prior notice to you.

11.3 As part of this continuing innovation, you acknowledge and agree that Innovaro may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Innovaro’s sole discretion, without prior notice to you. You may stop using the Services at any time.

12. PRIVACY

12.1 For information about Innovaro’s data protection practices, please read Innovaro’s privacy policy at http://medicaldevicelicensing.com/public/pages/terms_and_conditions/privacy. This policy explains how Innovaro treats your personal information, and protects your privacy, when you use the Services.

12.2 You agree to the use of your data in accordance with Innovaro’s privacy policies.

13. TERMS & CONDITIONS

For information on the Terms and Conditions please go to and read http://medicaldevicelicensing.com/public/pages/terms_and_conditions/our_services.

14. ENDING YOUR RELATIONSHIP WITH Innovaro

14.1 The Terms will continue to apply until terminated by either you or Innovaro as set out below.

14.2 If you want to terminate your legal agreement with Innovaro, you may do so by (a) notifying Innovaro at any time and (b) closing your accounts for all of the Services which you use, where Innovaro has made this option available to you. Your notice should be sent, in writing, to Innovaro’s address which is set out at the beginning of these Terms.

14.3 Innovaro may at any time, terminate its legal agreement with you if:

(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

(B) Innovaro is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

(C) the partner with whom Innovaro offered the Services to you has terminated its relationship with Innovaro or ceased to offer the Services to you; or

(D) Innovaro is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

(E) the provision of the Services to you by Innovaro is, in Innovaro’s opinion, no longer commercially viable.

15. CHANGES TO THE TERMS

15.1 Innovaro may make changes to the Terms from time to time. When these changes are made, Innovaro will make a new copy of the Terms available at http://medicaldevicelicensing.com/public/pages/terms_and_conditions/our_services and any new Additional Terms will be made available to you from within, or through, the affected Services.

15.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Innovaro will treat your use as acceptance of the updated Terms.

16. GENERAL LEGAL TERMS

16.1 The Terms constitute the whole legal agreement between you and Innovaro and govern your use of the Services (but excluding any services which Innovaro may provide to you under a separate written agreement), and completely replace any prior agreements between you and Innovaro in relation to the Services.

16.3 You agree that Innovaro may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

16.4 You agree that if Innovaro does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Innovaro has the benefit of under any applicable law), this will not be taken to be a formal waiver of Innovaro’s rights and that those rights or remedies will still be available to Innovaro.

16.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

16.6 You acknowledge and agree that each member of the group of companies of which Innovaro is the parent 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.