PHARMSOURCE INFORMATION SERVICES, INC.
CORPORATE SUBSCRIPTION AND LICENSE AGREEMENT: PHARMSOURCE ADVANTAGE
This is a standard corporate subscription agreement for PharmSource Advantage, a service of PharmSource Information Services, Inc. (“PharmSource,” “we,” “licensor”). Please read this agreement carefully. Each subscriber (“Subscriber,” “you,” “licensee”) must agree to these terms in order to receive a subscription.
1. LICENSE GRANT
In return for your compliance with all of the terms of this agreement (including payment of the subscription fee), and subject to all of the limitations noted above and below, we hereby grant you a non-exclusive, non-transferable, limited right to use and access PharmSource Advantage for in-house analysis and research purposes in connection with your internal and legitimate business purposes. As used here, “PharmSource Advantage” means all or any part of the data, descriptions, text, statistics, presentations, comments, observations and conclusions available to subscribers online.
Access is restricted to a specific number of “Authorized Users” for whom licenses have been purchased. These users shall be your employees (and not employees of affiliates, subsidiaries, or business partners), who have been designated to receive access to PharmSource Advantage by providing us with each user’s name and other identifying information, such as an e-mail address. All Authorized Users will be represented as a total group by the Subscriber.
2. INTELLECTUAL PROPERTY RIGHTS
PharmSource Advantage is proprietary to PharmSource and protected under U.S. and international copyright law and by this agreement.
Pursuant to your subscription license, your Authorized Users may access, search, and make printouts of discrete portions of PharmSource Advantage (these copies may not be published, sold, loaned, distributed to, or otherwise shared with, third parties, whether for payment or otherwise, or otherwise transferred without the payment of an additional license fee to the Licensor); and make copies of search output in electronic form (i.e. on diskette, hard disk, tape, CD, flash drive, etc.) for temporary use in retrieval, editing and otherwise, only by Authorized Users.
Unauthorized use, modification, copying, publication or distribution of PharmSource Advantage or of any printouts of or generated from PharmSource Advantage is expressly forbidden. You may NOT download to, store or otherwise reproduce in hard copy or electronic form any substantial portion of the content of the site; nor may you sell, license, or otherwise permit others to use the content of the site. You agree that if you, or persons acting through you, exceed the scope of this license, we may invoice you for additional fees commensurate with the additional use and you agree to pay such invoice(s) within 30 days and that such a remedy is not exclusive of other remedies available to us.
3. YOUR PASSWORD
Your company and/or specific employees will be issued a password for access to PharmSource Advantage. You agree that you may not permit any person or entity who is not an Authorized User to use your password for the purpose of accessing PharmSource Advantage. You are solely responsible for maintaining the confidentiality of your password, and you agree to make all reasonable efforts to do so.
4. SUBSCRIPTION LICENSE FEE, RENEWAL, AND TERMINATION
Your license will continue as long as you are a paid-up subscriber, provided that you comply with the terms and conditions of this agreement. The annual subscription fee shall be payable in full in advance, or at our discretion pursuant to a purchase order, within thirty (30) days of initiation of service. All fees shall be payable in United States currency. Any V.A.T., taxes, duties, imposts or other charges imposed on the subscription fee shall be the responsibility of the subscriber.
We may terminate your subscription, this agreement, and access to PharmSource Advantage for any reason or no reason effective upon written notice if we tender a prorated refund of any fee you have paid. We reserve the right to restrict, suspend or terminate this agreement and your access to PharmSource Advantage, in whole or in part, without notice and without refund, in the event of any breach by you of any term of this agreement (for example, by providing access to the site to unauthorized persons).
5. RESOLUTION OF DISPUTES
You agree that any dispute arising from, relating to or in any manner connected with this agreement shall be construed under and resolved in accordance with the laws of the Commonwealth of Virginia, exclusive of its choice of law principles. Any such dispute shall be litigated only in the state or federal courts of Virginia, to the personal jurisdiction of which you hereby consent. You agree that the remedy for any breach of this agreement involving unauthorized access or other infringement of our intellectual property rights shall be an award of damages equivalent to the statutory damages recoverable under the United States Copyright Act, 17 U.S.C. § 501 et seq. (the “Act”), regardless of whether PharmSource Advantage, or any portion thereof, is protected by the Act or has been timely and/or properly registered under the Act, and regardless of whether you are located within the United States.
PharmSource takes great pride in providing the best possible information for sourcing and procurement professionals. However, neither PharmSource nor its employees, agents, or assigns shall be liable for any errors or omissions contained in PharmSource Advantage. WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY INFORMATION CONTAINED ON, ACCESSIBLE THROUGH OR DERIVED BY YOU FROM THE SITE. WE LIKEWISE DISCLAIM ANY AND ALL LIABILITY TO YOU ARISING OUT OF INTERRUPTION OR DAMAGE TO YOUR COMPUTER SYSTEM OR SOFTWARE AS THE RESULT OF ACCESSING OR OTHERWISE USING THE SITE. WE NEITHER WARRANT NOR REPRESENT THAT THE SERVICES OR INFORMATION AVAILABLE THROUGH THIS SITE WILL ENABLE YOU TO ACHIEVE ANY PARTICULAR RESULT OR OUTCOME, LEGAL, ECONOMIC, EDUCATIONAL, OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING LOST REVENUES, LOST PROFITS, OR LOSS OF DATA ARISING OUT OF YOUR USE OF THIS SITE. IN THE EVENT THAT ANY OF THE FOREGOING LIMITATIONS AND DISCLAIMERS IS INEFFECTIVE, YOU AGREE THAT OUR MAXIMUM LIABILITY TO YOU SHALL BE THE TOTAL OF THE FEES THAT YOU HAVE PAID TO US IN CONNECTION WITH YOUR ACCESS TO PHARMSOURCE ADVANTAGE. THE REMEDIES AVAILABLE TO YOU AGAINST US UNDER THIS AGREEMENT ARE EXCLUSIVE.
If a term or condition of this agreement is found by a court to be invalid or unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law.
PharmSource may modify this agreement and any policies affecting PharmSource Advantage effective immediately upon notice to you online (which shall be deemed constructive notice) or distributed via electronic mail or conventional mail. Your continued use of PharmSource Advantage following notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). If you do not wish to be bound by any such modification and so notify us, we will refund any unearned fees you have paid.
BY CLICKING ON THE “LOG-IN” BUTTON AT WWW.PHARMSOURCE.COM, YOU AGREE TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS IN THE ASSOCIATED PHARMSOURCE SUBSCRIPTION AGREEMENT.