This Agreement governs the terms of your access to and use of the PharmSource Lead Sheet, a service of PharmSource Information Services, Inc. ("PharmSource," "we," "Licensor"). By accessing or displaying the PharmSource Lead Sheet, you agree to be bound by this Agreement. You hereby affirm that you are fully able and competent to agree to this Agreement.
In return for your compliance with all of the terms of this Agreement (including payment of the licensing fee, if access is not part of a Free Trial), and subject to all of the limitations noted above and below, we hereby grant you ("Licensee," "your") a non-exclusive, non-transferable, limited right to use and access PharmSource Lead Sheet data solely in connection with your internal and legitimate business marketing purposes. As used here, "PharmSource Lead Sheet" means all or any part of the data, descriptions, text, statistics, presentations, comments, observations and conclusions provided by the product.
Access to PharmSource Lead Sheet data is restricted to (1) you, (2) other registered recipients of PharmSource at your company, who similarly register with PharmSource ("Registered Users"), and (3) any additional specifically identified employees your company has contracted with us to have access to the PharmSource Lead Sheet or its data ("Authorized Users"), for whom access to PharmSource Lead Sheet data is explicitly allowed to be shared pursuant to the terms of this Agreement. You may access the PharmSource Lead Sheet from any computer that you are personally using, in any location. You agree that under no circumstances may you permit any other person or entity, including other fellow employees, to use your account or passcodes for the purpose of accessing the PharmSource Lead Sheet, nor may you use your account passcodes to access the site for anyone else. You are solely responsible for maintaining the confidentiality of your passcodes.
The PharmSource Lead Sheet is proprietary to PharmSource and is protected under U.S. and international copyright law and by this Agreement.
Pursuant to your license, you may access, search, and make printouts of discrete portions of PharmSource Lead Sheet data, and may download data into contact management software or other software used by Licensee solely as allowed by PharmSource at your previously agreed-upon level of access. You may use Licensor's contact information to contact people and companies listed in Licensor's data. It is expressly forbidden to provide any PharmSource Lead Sheet data to anyone within the company or outside the company who is not a Registered User or an Authorized User. Licensor's data, including spreadsheet downloads, may not be published, sold, loaned, distributed to, or otherwise shared with any third parties, including without limitation by making PharmSource Lead Sheet available on any intranet, extranet, or internet where it is available to anyone who is not a Registered User or Authorized User, or otherwise transferred without the advance written permission by the Licensor's authorized representative, and without payment of an additional license fee to the Licensor, which fee shall be determined by the Licensor.
Unauthorized use, modification, copying, publication or distribution of PharmSource Lead Sheet data or of any printouts of or information generated from PharmSource Lead Sheet data is expressly forbidden. Other than as provided herein, you may not download, store or otherwise reproduce in hard copy or electronic form any content taken from the PharmSource Lead Sheet; nor may you sell, license, or otherwise permit others to use this content. PharmSource reserves the right to monitor your usage of the PharmSource Lead Sheet for compliance with the terms and conditions of this Agreement. 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 calendar days and that such a remedy is not exclusive of the other remedies available to us.
Your license will continue as long as you are a paid-up subscriber, or in the case of Free Trial Licensees, for a duration determined by PharmSource, provided that you comply with the terms and conditions of this Agreement. For paying subscribers, the annual license 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, or by other terms offered or accepted by an authorized PharmSource representative. All fees shall be payable in United States currency. Any V.A.T., taxes, duties, imposts or other charges imposed on the license fee shall be the responsibility of the licensor.
PharmSource may terminate your access to the PharmSource Lead Sheet 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 your access to the PharmSource Lead Sheet, 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 PharmSource Lead Sheet or data taken therefrom to unauthorized persons).
Licensor agrees 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 the PharmSource Lead Sheet, 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 care in providing the best possible information. However, neither PharmSource nor its employees, agents or assigns shall be liable for any errors or omissions contained in PharmSource Lead Sheet data. THE LICENSOR HEREBY DISCLAIMS 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 LICENSEE FROM PHARMSOURCE LEAD SHEET DATA. THE LICENSOR LIKEWISE DISCLAIMS ANY AND ALL LIABILITY TO LICENSEE ARISING OUT OF INTERRUPTION OR DAMAGE TO LICENSEE'S COMPUTER SYSTEM OR SOFTWARE AS THE RESULT OF ACCESSING OR OTHERWISE USING PHARMSOURCE LEAD SHEET DATA. THE LICENSOR NEITHER WARRANTS NOR REPRESENTS THAT THE SERVICES OR INFORMATION AVAILABLE THROUGH THIS AGREEMENT WILL ENABLE LICENSEE TO ACHIEVE ANY PARTICULAR RESULT OR OUTCOME, LEGAL, ECONOMIC, EDUCATIONAL, OR OTHERWISE. THE LICENSOR WILL NOT BE HELD LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING LOST REVENUES, LOST PROFITS, OR LOSS OF DATA ARISING OUT OF LICENSEE'S USE OF PHARMSOURCE LEAD SHEET DATA. IN THE EVENT THAT ANY OF THE FOREGOING LIMITATIONS AND DISCLAIMERS ARE INEFFECTIVE, LICENSEE AGREES THAT LICENSOR'S MAXIMUM LIABILITY SHALL BE THE TOTAL OF THE FEES PAID TO LICENSOR BY THE LICENSEE IN CONNECTION WITH LICENSEE'S ACCESS TO DATA PROVIDED BY THE LICENSOR. THE REMEDIES AVAILABLE TO LICENSEE AGAINST LICENSOR UNDER THIS AGREEMENT ARE EXCLUSIVE.
This Agreement represents the entire agreement between PharmSource and you with regard to use of the PharmSource Lead Sheet and supersedes any prior agreement between you and PharmSource concerning use of the PharmSource Lead Sheet. 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. The Agreement is not assignable, transferable or sub-licensable by you except with our prior written consent. PharmSource may transfer or assign its rights in this agreement. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in the Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof
Licensor may modify this Agreement and any policies affecting the PharmSource Lead Sheet data effective immediately upon notice to Licensee online (which shall be deemed constructive notice) or distributed via electronic mail, other electronic notification or conventional mail. Licensee's continued use of Licensor's data following notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). If Licensee does not wish to be bound by any such modification and so notifies Licensor in writing, Licensor will refund any unearned fees paid by Licensee within thirty (30) business days.
BY CLICKING ON "ACCEPT" YOU HAVE AGREED TO BE LEGALLY BOUND BY THIS AGREEMENT.