Terms of Use

Last Updated: January 2024

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you and ProDigitalConsulting ("Company," "we," "us," or "our") governing your access to and use of our website, services, and related offerings. By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Description of Services

ProDigitalConsulting provides AI-native strategy and market access consulting services for life sciences companies. Our services include but are not limited to:

• Global market access and pricing strategy consulting
• Drug development strategy and predictive modeling
• Clinical development planning and optimization
• Portfolio optimization and strategic advisory
• Market access planning and stakeholder engagement
• AI-powered analytics and ElevioSight predictive models

The specific scope, terms, and deliverables of our services will be outlined in separate engagement agreements with clients.

3. Eligibility and Account Registration

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our services. By using our website, you represent and warrant that you meet these eligibility requirements.

If you register for an account or access restricted areas of our website, you agree to:

• Provide accurate, current, and complete information
• Maintain and update your information to keep it accurate
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

4. Intellectual Property Rights

4.1 Our Content

All content on our website, including but not limited to text, graphics, logos, images, videos, software, data compilations, and the overall design and structure, is owned by or licensed to ProDigitalConsulting and is protected by copyright, trademark, patent, and other intellectual property laws.

Our proprietary methodologies, including ElevioSight predictive models, analytical frameworks, and consulting approaches, are the exclusive property of ProDigitalConsulting.

4.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our website for personal or internal business purposes. This license does not include the right to:

• Reproduce, duplicate, copy, or exploit any portion of our website or content for commercial purposes
• Modify, adapt, translate, or create derivative works from our content
• Reverse engineer, decompile, or disassemble any software or technology on our website
• Remove or alter any copyright, trademark, or proprietary notices
• Use automated systems or software to extract data from our website (screen scraping)

4.3 Client Work Product

The ownership of work product created during consulting engagements will be specified in individual engagement agreements with clients.

5. User Conduct and Prohibited Activities

You agree not to engage in any of the following prohibited activities:

• Violating any applicable laws, regulations, or third-party rights
• Uploading or transmitting viruses, malware, or other malicious code
• Attempting to gain unauthorized access to our systems or networks
• Interfering with or disrupting the operation of our website or services
• Impersonating any person or entity or misrepresenting your affiliation
• Collecting or harvesting personal information of other users
• Using our services for any unlawful, fraudulent, or harmful purpose
• Posting or transmitting inappropriate, offensive, or harmful content
• Competing with or soliciting business from our clients or employees

6. Confidentiality

During the course of our engagement, you may have access to confidential and proprietary information belonging to ProDigitalConsulting or our clients. You agree to:

• Maintain the confidentiality of all such information
• Use confidential information only for authorized purposes
• Not disclose confidential information to unauthorized third parties
• Return or destroy confidential information upon request or termination of services

Specific confidentiality obligations will be further detailed in non-disclosure agreements and engagement contracts.

7. Disclaimers and Limitations of Warranties

7.1 Website Availability

Our website and services are provided on an "as is" and "as available" basis. We do not warrant that our website will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

7.2 Professional Services

While we strive to provide high-quality consulting services based on our expertise and best practices, we make no guarantees regarding specific outcomes, results, or regulatory approvals. Our recommendations and strategies are based on available information and professional judgment at the time they are provided.

7.3 No Legal or Medical Advice

The information provided on our website and in our services is for informational and strategic planning purposes only. It does not constitute legal, medical, or regulatory advice. You should consult with appropriate professionals for specific guidance.

8. Limitation of Liability

To the fullest extent permitted by law, ProDigitalConsulting and its officers, directors, employees, agents, and affiliates shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Damages resulting from unauthorized access to or use of our servers or personal information
• Errors, mistakes, or inaccuracies in content or services
• Personal injury or property damage resulting from your use of our website or services

Our total liability for any claims arising from or related to these Terms or our services shall not exceed the amount paid by you to ProDigitalConsulting in the twelve (12) months preceding the claim.

9. Indemnification

You agree to indemnify, defend, and hold harmless ProDigitalConsulting and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

• Your use of our website or services
• Your violation of these Terms
• Your violation of any rights of third parties
• Your breach of confidentiality obligations

10. Third-Party Links and Services

Our website may contain links to third-party websites or services that are not owned or controlled by ProDigitalConsulting. We are not responsible for the content, privacy policies, or practices of any third-party websites. Your use of third-party websites is at your own risk.

11. Modification and Termination

11.1 Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website with a new "Last Updated" date. Your continued use of our website or services after such modifications constitutes your acceptance of the updated Terms.

11.2 Termination

We may terminate or suspend your access to our website or services at any time, with or without notice, for any reason, including violation of these Terms. Upon termination, your right to use our website and services will immediately cease.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law provisions.

12.2 Dispute Resolution

Any disputes arising from or relating to these Terms or our services shall be resolved through good-faith negotiations. If negotiations fail, disputes shall be resolved through binding arbitration in New York, NY, in accordance with the rules of the American Arbitration Association.

12.3 Class Action Waiver

You agree to resolve disputes with ProDigitalConsulting on an individual basis and waive any right to participate in class-action lawsuits or class-wide arbitration.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any engagement agreements, constitute the entire agreement between you and ProDigitalConsulting regarding the use of our website and services.

13.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

13.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

14. Contact Information

If you have questions or concerns about these Terms of Use, please contact us: