1. Modification. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following posting of the revised Terms on the Site, and your continued use of the Site thereafter means that you accept those changes.
2. Ability to Accept Terms. The Site is only intended for individuals aged 18 years or older. If you are under 18 years please do not visit or use the Site.
3. Site Access. For such time as these Terms are in effect, we hereby grant you permission to visit and use the Site provided that you comply with these Terms and applicable law.
4. Restrictions. You shall not: (i) copy, distribute or modify any part of the Site without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Site; (iv) use or launch any automated system (including without limitation, "robots" and "spiders") to access the Site; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Site.
5. Data Tool Kit Service. The Site includes, among others, data tool kit service ("Data Tool Kit Service") which enables the Site's users (each, "Buyer") to purchase a license to use on-line information, data, report, on other materials (collectively "Report") with respect to various topics related to the healthcare market, mainly in connection with the Brazilian market . BASE Investments grants each Buyer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Report that was purchases by such Buyer for such Buyer's internal business purposes and such Report may not be used, modified, copied, distributed, transmitted, broadcast, shared, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. Without derogating from the above, if you download or print a copy of the Report you must retain all copyright and other proprietary notices contained therein.
The Report is licensed, not sold. As between the parties, all title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Report, shall remain in BASE Investments, its affiliates, or their respective suppliers and licensors. Buyer will not acquire any rights to the Report except as expressly set forth in these Terms.
It is understood and agreed that all decisions in connection with the Reports shall be the responsibility of, and made solely by Buyer. The Reports provided by BASE Investments shall not be deemed as advice and/or recommendations by us.
Buyer acknowledges that BASE Investments is not obligated to update the Reports delivered. BASE Investments attempts to be accurate. However, BASE Investments cannot and does not warrant that the Reports are accurate, complete, reliable, current, or error-free. BASE Investments reserves the right to make changes in or to the Report, or any part thereof, according to its sole judgment, without the requirement of giving any notice prior to or after making such changes to the Report. You agree that your use of the
Reports, or any part thereof, is made solely at Buyer' own risk and responsibility.
REPORT VIA THE DATA TOOL KIT SERVICE, IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISORS.
WE ARE NOT AN AUTHORIZED FINANCIAL OR MEDICAL ADVISOR OR REPRESENTATIVE AND DO NOT GIVE TAX, EMPLOYMENT, OR INVESTMENT ADVICE. THE REPORTS ARE PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND DOES NOT GUARANTEE FUTURE PERFORMANCE OR ASSURANCE. THE REPORTS SHALL NOT SERVE AS THE BASIS FOR ANY OF BUYER'S INVESTMENT DECISIONS, AND WE SHALL NOT BE OR BE DEEMED TO BE YOUR FINANCIAL ADVISOR OR FIDUCIARY. WE STRONGLY ADVISE BUYER TO OBTAIN ADVICE AND ASSISTANCE FROM A FINANCIAL SERVICE PROFESSIONAL, MEDICAL SERVICE PROFESSIONAL OR OTHER APPLICABLE ADVISOR, REGARDING THE EVALUATION OF ANY SPECIFIC REPORT, RESEARCH, FORECAST, OPINION, ADVICE, DATA OR OTHER CONTENT.
6. Payments to BASE Investments. Except as expressly set forth in the Terms, your general right to access and use the Site is currently for free, but BASE Investments may charge a fee for certain access or usage (including, without limitation, the Data Tool Kit Service). You will not be charged for any such access or use of the Site unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the Site.
7. Intellectual Property Rights.
7.1. Content and Marks. The (i) content on the Site, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, services and the Reports (collectively, the "Content"), and (ii) the trademarks, service marks and logos contained therein ("Marks"), are the property of BASE Investments and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “BASE Investments”, the BASE Investments logo, and other marks are Marks of BASE Investments or its affiliates. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and the Content.
7.2. Use of Content. Content on the Site is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.
8. Third Party Sources and Content.
8.1. The Site enables you to view, access, link to, and use content from Third Party Sources (defined below) that are not owned or controlled by us ("Third Party Content"). The Site may also enable you to communicate and interact with Third Party Sources. "Third Party Source(s)" means: (i) third party websites and services; and (ii) our partners and customers.
8.3. We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property Rights (defined below) of, or relating to, any Third Party Content.
8.4. We do not endorse any advertising, promotions, campaigns, products, services or other materials that is included in any Third Party Content or that is communicated to you from a Third Party Source.
8.5. By using the Site you may be exposed to Third Party Content that is inaccurate, offensive, indecent, or objectionable. You always have the choice of deciding whether or not to interact with a Third Party Source or to view and use Third Party Content. Your interaction with a Third Party Source and your use of, and reliance upon, any Third Party Content is at your sole discretion and risk.
8.6. You are solely responsible and liable for your interaction with a Third Party Source. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against BASE Investments, and release BASE Investments from any and all liability, arising from your use of and interaction on any Third Party Content and from your interaction with any Third Party Source. If you have any query or complaint regarding a Third Party Source or any Third Party Content, you agree to contact the Third Party Source directly.
9. Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on or via the Site is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
11.2. BASE Investments permits you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with BASE Investments or present any false information about BASE Investments and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent; and (iv) such website, and domain name, does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity.
13. Warranty Disclaimers.
13.1. This section applies whether or not the services provided under the Site are for payment and in addition to other disclaimers set forth in these Terms. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
13.2. THE SITE, INCLUDING THE DATA TOOL KIT SERVICE AND THE REPORTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. BASE INVESTMENTS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. BASE INVESTMENTS DOES NOT GUARANTEE THAT THE SITE (INCLUDING THE DATA TOOL KIT SERVICE AND ANY OF THE REPORTS) WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE SITE (INCLUDING ITS SERVICES) MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT BASE INVESTMENTS WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE, DATA TOOL KIT SERVICE AND THE REPORTS IS AT YOUR SOLE RISK.
13.3. CONTENT FOUND ON THE SITE OR THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, THE REPORTS, IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR CONSULTANT, ADVISORS FINANCIAL ADVISORS, MEDICAL ADVISORS OR OTHER EXPERT OR PROFESSIONL OF ANY AREA OR EXPERTISE.
14. Limitation of Liability.
14.1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, BASE INVESTMENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF BASE INVESTMENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
14.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BASE FOR ANY AND ALL DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE AND ANY OF ITS SERVICES EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO BASE INVESTMENTS FOR USING THE SITE AND/OR IT SERVICES DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM.
15. Indemnity. You agree to defend, indemnify and hold harmless BASE Investments and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Site; or (ii) your violation of these Terms, (iii) a third party claim to the extent resulting from such third party's use or possession of the Reports as a result of your use or disclosure of such Reports.
16. Term and Termination. These Terms are effective until terminated by BASE Investments or you. BASE Investments, in its sole discretion, has the right to terminate these Terms and/or your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). BASE Investments shall not be liable to you or any third party for termination of the Site, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of these Terms, you shall cease all use of the Site. This Section 17 and Sections 7 (Intellectual Property Rights), 8 (Third Party Sources and Content), 9 (Information Description), 10 (Disclosure),11 (Links), 12 (Privacy), 14 (Warranty Disclaimers), 15 (Limitation of Liability), 16 (Indemnity), and 18 (Independent Contractors) to 20 (General) shall survive termination of these Terms.
17. Independent Contractors. You and BASE Investments are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and BASE Investments. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of BASE Investments.
18. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by BASE Investments without restriction or notification to you.
19. General. BASE Investments reserves the right to discontinue or modify any aspect of the Site at any time. These Terms and the relationship between you and BASE Investments shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Jaffa and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that BASE Investments may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and BASE Investments concerning the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Last updated: September 2015