Payment Policy

Last Edited: June 18, 2011.

UPDATE (June 18, 2011) – This payment policy is no longer valid as we do not offer any monetary payments for the content submitted to the website. We only give non-monetary incentives such as certificates and t-shirts to our regular contributors. PharmaXChange.info will no longer pay for content. If you have any questions regarding this matter please feel free to contact us.

PAYMENT POLICY

This PAYMENT POLICY (“Payment Policy”) is hereby incorporated into and made part of the Terms and Conditions and Master License Agreement between you and PharmaXChange.info regarding your participation in the PharmaXChange.info Author Network (“PAN”).

1. Definitions. In addition to the terms defined elsewhere in this Payment Policy, all capitalized terms have the meanings ascribed in the Terms of Service, Master License Agreement or as set forth below.

a. “Active Member” means You, provided You have logged in to Your account or profile, or have submitted Work to be published on the Site in the ninety 90 days prior to your submission of a Work for Performance Payment.

b. “Page View” means one view of a single page of Work on the PharmaXChange.info Author Network containing an advertising impression. PharmaXChange.info shall in its sole discretion determine the type, frequency, and category of advertising impressions served on the Site in general and any content page in particular.

c. “Site” means the any site located on PAN.

d. “Taxes” means any sales, income, value added, use and/or other applicable taxes, as well as any duties or other charges imposed on or related to the payments provided hereunder.

e. “Upfront Payment” means PharmaXChange.info’s one-time upfront payment to you in consideration for Works submitted by you to PharmaXChange.info pursuant to an Exclusive License or Non-Exclusive License, and for which PharmaXChange.info has exercised its Option.

2. Payments. In consideration for the License Grant Type selected by you, and contingent upon PharmaXChange.info exercising its Option, you may be eligible for an Upfront Payment, subject to the terms and conditions below.

a. Upfront Payments.To be eligible for an Upfront Payment, You must (i) be in compliance with the TOS, MLA and this Payment Policy (“PAN Agreements”), (ii), have an Author account that has been verified by PharmaXChange.info (a “Verified Account” or “Verified”), (iii) submit Work(s) pursuant to the Master License Agreement and (iv) not have previously published the Work(s) anywhere else, in any form or media.

3. Submission and Payment Procedure.

a. You must submit any Works for PharmaXChange.info’s consideration via the PAN Services.

b. Upon submission of such Works by You, You hereby grant PharmaXChange.info a fully-paid up, royalty-free right and license to reproduce, display, distribute, perform, transmit, disclose and use such Works for evaluating and considering such Works, and such license will expire and revert to You ten (20) business days after the submission date (“Option Period”). During this Option Period, PharmaXChange.info will endeavor to notify you regarding its intention to exercise or decline its Option (“Option Period”); provided, however, that if PharmaXChange.info is unable to notify You due to errors or good faith delays (e.g. an error in your Registration Data), the Option Period shall be extended until PharmaXChange.info, using good faith efforts, is actually able to contact You.

c. Once submission is completed, the editors at PharmaXChange.info will review your work and will contact you in case any changes need to be made. If no changes are to be made, the editors will publish your work on PharmaXChange.info and you will be allotted the appropriate amount of points. These points can later be redeemed. The amount of points allotted and the value of the points is subject to change without prior notice, but in the interest of the authors PharmaXChange.info will try not to make any changes in the value of either.

4. GENERAL TERMS

a. Conflict.. To the extent that any of the terms in the Payment Policies and the terms and conditions of any other PharmaXChange.info Agreement are in conflict, as between the two, the terms that are more favorable to PharmaXChange.info shall prevail.

b. Sole Compensation. Your sole compensation under the terms of the PharmaXChange.info Agreements shall consist of the License Grant Consideration mutually agreed upon between PharmaXChange.info and You for each respective License Grant for the applicable Work.

c. Payment Terms. Payments shall be made in U.S. Dollars via money transfer to Your designated PayPal® account. It is Your sole responsibility to establish a PayPal® account and provide accurate information to PharmaXChange.info. Any fees required by PayPal® are Your sole responsibility. You hereby agree and acknowledge that PayPal® may take up to an additional period of two (2) business days to process each payment transaction.

d. Taxes and Fees. All amounts payable to You by PharmaXChange.info hereunder are exclusive of any Taxes, not including taxes on PharmaXChange.info’s net income. You shall pay when due, and shall defend, indemnify and hold PharmaXChange.info and its Related Parties harmless from and against any and all Taxes and shall remain solely liable for payment of all such Taxes. In the event of an assessment against PharmaXChange.info for Taxes by any taxing authority or jurisdiction, You agree to reimburse PharmaXChange.info within thirty (30) days of the date of invoice from PharmaXChange.info issued in respect thereof for all such Taxes, as well as any applicable interest and/or penalties found to be due and payable. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree that You are solely responsible to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Program.

e. Fee Changes and Disputes. PharmaXChange.info may change its pricing and/or payment structure at any time. If You dispute any payment made hereunder, You must notify PharmaXChange.info in writing within thirty (30) days of any such payment; failure to so notify PharmaXChange.info shall be deemed a waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by PharmaXChange.info. No other measurements or statistics of any kind shall be accepted by PharmaXChange.info or have any effect hereunder. The payments made hereunder are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to sites managed by You that require separate payments) unless expressly authorized in writing by PharmaXChange.info (including by electronic mail).

f. Term. This Agreement shall continue in full force and effect until it is terminated by either party or until You are no longer an Active Member. Upon termination of any account in the Beta Program or of Your Author account, all provisions of this Payment Policy which by their nature are intended to survive shall survive, including this Section 5.

g. Publicity. You agree that PharmaXChange.info may use Your name and/or likeness in presentations, marketing materials, customer lists, financial reports, and press releases. You may not use PharmaXChange.info’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”) without the express prior written permission of PharmaXChange.info.

h. Representations and Warranties and Covenants. In addition to any representations and warranties made by You in connection with any PharmaXChange.info Agreements, You hereby represent, warrant and covenant that You have provided and will continue to provide true, accurate and complete payment information to PharmaXChange.info in connection with the Works, including Your legal name, tax identification information.

i. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE TO THE FOLLOWING WARRANTY DISCLAIMER. THE BETA PROGRAM, ALL PAYMENT DATA RELATED TO THE BETA PROGRAM AND ALL INFORMATION AND DATA PharmaXChange.info PROVIDES TO YOU HEREUNDER IS PROVIDED “AS IS” AND PharmaXChange.info MAKES NO WARRANTY AND NO REPRESENTATION WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, PHARMAXCHANGE.INFO DOES NOT REPRESENT OR WARRANT THAT THE PAN SITES, THE PHARMAXCHANGE.INFO WEBSITES AND/OR THE BETA PROGRAM WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT PARTICIPATION HEREUNDER WILL PROVIDE ANY PARTICULAR RESULTS OR RETURNS. TO THE EXTENT ALLOWED BY LAW, PHARMAXCHANGE.INFO MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, WITH RESPECT TO THE SITE, THE PHARMAXCHANGE.INFO WEBSITES, THE PHARMAXCHANGE.INFO AGREEMENTS, AND RELATED SERVICES OR INFORMATION PROVIDED BY PHARMAXCHANGE.INFO AND/OR ANY PPM PAGEVIEW COUNTS. THIS WARRANTY DISCLAIMER SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. SHOULD APPLICABLE LAW NOT PERMIT THE FOREGOING EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, THEN PHARMAXCHANGE.INFO HEREBY GRANTS THE MINIMUM EXPRESS AND IMPLIED WARRANTIES REQUIRED BY SUCH APPLICABLE LAW.

j. Indemnification. In addition to any indemnification obligations agreed to by you in the PharmaXChange.info Agreements,You further agree to indemnify, defend and hold harmless PharmaXChange.info and its Related Parties (collectively “Indemnified Parties”) from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Party, arising out of, related to or which may arise from your use of the Beta Program, and/or Your breach of any term of this Payment Policy.

k. LIMITATIONS OF LIABILITY. IN NO CASE SHALL PHARMAXCHANGE.INFO OR ITS RELATED PARTIES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFIT, USE OR OTHER ECONOMIC ADVANTAGE), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTES, OR ANY OTHER LEGAL THEORY. PHARMAXCHANGE.INFO AND ITS RELATED PARTIES’ TOTAL LIABILITY BASED UPON, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, SHALL IN NO CASE EXCEED, IN THE AGGREGATE, THE GREATER OF (I) THE AGREED UPON AMOUNTS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT, OR (II) TEN DOLLARS (U.S. $10.00). YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS REFLECT A FAIR ALLOCATION OF RISK AND THAT PHARMAXCHANGE.INFO WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY, AND YOU AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, THE PARTIES AGREE THAT THE LIABILITY OF PHARMAXCHANGE.INFO AND ITS RELATED PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.

l. Force Majeure. Each party acknowledges that the other party is relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

m. PharmaXChange.info Rights. You acknowledge that, as between the parties, PharmaXChange.info owns all right, title and interest, including without limitation all IP Rights in and to the PAN Services, the PAN Sites, the Beta Program (including, but not limited to PharmaXChange.info’s Brand Features, excluding items licensed by PharmaXChange.info from third parties) and that You will not acquire any right, title, or interest in or to any of the foregoing, or any component, element or part thereof. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of the foregoing or any other PharmaXChange.info services, software, or documentation, or create or attempt to create a substitute or similar service or product. You will not remove, obscure, or alter PharmaXChange.info’s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any PharmaXChange.info services, software, or documentation (including without limitation) the display of PharmaXChange.info’s Brand Features.

n. Information Rights. PharmaXChange.info may retain and use, subject to the terms of the PharmaXChange.info Author Network Privacy Policy, all information You provide, including but not limited to demographics and contact and billing information. You agree that PharmaXChange.info may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation, including to third parties that reside in jurisdictions that may have less restrictive data laws than Your own. PharmaXChange.info may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. PharmaXChange.info disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. PharmaXChange.info may share non-personally-identifiable information about You, including Site URLs, Site-specific statistics and similar information collected by PharmaXChange.info, with advertisers, business partners, sponsors, and other third parties. In addition, You grant PharmaXChange.info the right to access, index and cache the Site(s), or any portion thereof, including by automated means including Web spiders or crawlers.

o. Relationship of Parties. You acknowledge and agree that: (1) your relationship with PharmaXChange.info is that of an independent contractor, and nothing in this Payment Policy is intended to or should be construed to create a partnership, agency, joint venture or employment relationship with PharmaXChange.info; (2) you will not be entitled to any of the benefits which PharmaXChange.info may make available to its employees, including, but not limited to, group health or life insurance, stock purchase plan or retirement benefits; (3) you are solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of the services hereunder and receipt of fees under this Payment Policy; (4) because you are an independent contractor, no part of the fees hereunder will be subject to withholding by PharmaXChange.info for the payment of any social security, federal, state or any other employee payroll taxes, all of which are your sole responsibility and you shall indemnify PharmaXChange.info if PharmaXChange.info is required to make any such withholdings; and (5) you are not authorized to make any representation, contract or commitment on behalf of PharmaXChange.info.