Terms and Conditions
END USER LICENSE AGREEMENT
This End-user License Agreement (“Agreement” or “EULA”) is by and between the person, company, or organization (“You” or “Customer”) that has licensed the pharmaceutical content and materials (the “Content”) available at the Online Bioharmony Database (“Bioharmony Database”) from Collaborative Drug Discovery, Inc. (“CDD”) and CDD. By accessing the Content available at the Bioharmony Database, You are agreeing to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not access the Content.
- Grant of License; Restriction on Use
1.1 You are granted a nonexclusive, nontransferable, limited license to access and use the Bioharmony Database and the Content from time to time made available by CDD to You only for the internal purposes of research, study, or internal business use for 12 months from the date of purchase.
1.2 You may email, download, view, copy and save to hard disk or print out single copies of the Content for your own personal use, scholarly, educational, or scientific research or internal business use. In addition, You have the right to use, with appropriate credit, figures, tables and brief excerpts from individual articles of Content as may be permitted under this license, in your own scientific, scholarly, and educational works.
1.3 You may electronically store a single copy of an insubstantial portion of the Content included in any individually searchable content source to the extent the storage of the Content is not further limited or prohibited by the terms below. These storage rights are limited to 12 months from the date of purchase primarily for your exclusive use. Storage beyond 12 months from the date of purchase is permitted only where the Content is required to be kept for some legal or regulatory or evidential requirement.
1.4 In addition to the rights to the Content set forth in Clauses 2.2 and 2.3, and to the extent permitted by applicable copyright law and not further limited or prohibited by any terms below, You may excerpt or quote insubstantial portions of the Content in documents prepared in the ordinary course of your business.
1.5 You will be provided with an individual login which will allow You to access the Content at the Bioharmony Database. Bioharmony Database access licenses for individuals are named user licenses. Each named user license is valid for one concurrent login only. Any attempt at more than one concurrent login for the same named user license, shall result in the termination of the already active session, and rejection of login attempt for the other.
1.6 You acknowledge that the Content and the Bioharmony Database constitute proprietary information of CDD. Accordingly, upon expiry or termination of this Agreement, You agree to delete all electronic/physical forms of the Content downloaded from the Bioharmony Database, including all copies made thereof, in the absence of a license renewal (see section 1.7 below).
1.7 In the event You renew subscription to subscribed to content before the existing license expires, the downloaded data can continue to be used for the duration of the renewed license.
1.8 Computations involving downloaded data could result in other data that is based on the downloaded data (“Derived Data”). YOU retain perpetual rights to such Derived Data, and it is not bound by the expiry of this Agreement.
1.9 Except as provided above, you may not copy, distribute, transmit or otherwise reproduce material from the Bioharmony Database; store such material in any form or medium in a retrieval system; download and/or store an entire issue of a Bioharmony Database or its equivalent; or transmit such material, directly or indirectly, for use in any paid service such as document delivery or list serve, or for use by any information brokerage or for systematic distribution, whether or not for commercial or non-profit use or for a fee or free of charge.
1.10 You may not:
(a) Remove, obscure or modify any copyright or proprietary notices, author attribution or disclaimer contained therein or on any screen display. You may not integrate Content from the Bioharmony Database with other material or otherwise create derivative works in any medium. This is not meant to prohibit quotations for purposes of comment, criticism or similar scholarly purposes.
(b) Collect, harvest, mine or engage in any other activity to obtain e-mail addresses, phone numbers, personal information or any other information about others.
(c) Use or attempt to gain access to or use another's account, password, Content or computer systems or networks connected to the Bioharmony Database without authorization from CDD, whether through hacking, password mining or any other means.
(d) Remove or falsely add to any uploaded Content any copyright, trademark or other legal or proprietary rights notices, author attributions or other information such as origin or source of the Content.
(e) Access or attempt to access any Content that you are not authorized to access or Content through any means not intentionally made available through the Bioharmony Database.
(f) Make available any files containing Content where you do not own or control, or have not received the necessary licenses to, all intellectual property rights, rights of privacy and publicity and all other rights in and to such Content.
(g) Use any Content in any manner that infringes any intellectual property rights or other rights of any party.
(h) Disrupt or interfere with the security of, or otherwise cause harm to, the Bioharmony Database, or any Content, systems resources, accounts, passwords, servers or networks connected to or accessible through the Bioharmony Database or any affiliated or linked online products.
(i) Transmit unsolicited or bulk communications to CDD, any Bioharmony Database account holder or to any CDD, Bioharmony Database, or affiliated e-mail address.
(j) Post or otherwise submit any software, programs or files that are harmful or disruptive of another’s equipment, software or other property, including any corrupted files, time bombs, Trojan horses, viruses and worms.
(k) Create a false identity for the purpose of misleading others.
(l) Download any Content posted by another that you know, or reasonably should know, cannot be legally reproduced, distributed, performed or displayed in such manner.
(m) Disrupt, interfere or inhibit any other user from using and enjoying the Bioharmony Database or other affiliated or linked online products or Content.
(n) Breach any guidelines or other codes of conduct applicable to any particular Content.
(o) Access or use the Content or Bioharmony Database in any manner that could damage, disable, overburden or impair any CDD server or the network(s) connected to any CDD server.
(q) Post or otherwise submit any topic, name, material or information that is child pornography, defamatory, excessively violent, harassing, inappropriate, indecent, lascivious, lewd, obscene, profane, racist, unlawful, or otherwise objectionable.
(r) Prepare, compile, use, download or otherwise copy any Bioharmony Database user directory or other user or usage information or any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such directory or information to any third party, as not permitted by the license.
(s) Engage in any chain letters, contests, junk e-mail, pyramid schemes, spamming, surveys or any other duplicative or unsolicited messages (commercial or otherwise).
(t) Violate the rights of CDD or any third party (including rights of privacy and publicity) or abuse, defame, harass, stalk or threaten another.
(u) Use any CDD domain name as a pseudonymous return e-mail address.
(v) Market any goods or services for any business purpose (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by CDD.
(w) Restrict or inhibit any other user’s access to or use of the Content or the Bioharmony Database.
(x) Alter, merge, modify, adapt or translate the Content or the Bioharmony Database, or decompile, reverse engineer, disassemble, or otherwise reduce the Content or the Bioharmony Database to a human-perceivable form.
(y) Rent, lease, or sublicense the Content or the Bioharmony Database.
(z) Make available for sale or re-sale or offer to sell the Content or the Bioharmony Database.
(aa) Provide and/or authorize access to the Content to persons or entities other than You.
(bb) Systematically print out, download, reproduce or distribute (or collaborate with others to systematically print out, download, reproduce or distribute) significant portions or a bulk of the Content, including but not limited to, downloading or printing substantial portions of a run of a journal or stocking or replacing print holdings.
(cc) Make any use, display, performance, reproduction, or distribution that exceeds or violates the terms of this Agreement.
1.11 If you refuse or fail to abide by these Terms and Conditions or violate any other terms of this Agreement, COLLABORATIVE DRUG DISCOVERY, INC. reserves the right in its sole discretion to suspend or terminate your access to the ONLINE BIOHARMONY DATABASE immediately without notice, in addition to any other available remedies.
- Links to Third Party Online Products
The Bioharmony Database may include links that will take you to others’ online products ("Linked Online Products"). The Linked Online Products are provided by CDD to you as a convenience and the inclusion of the links do not imply any endorsement by CDD of any Linked Online Product. CDD has no control of the Linked Online Products and you therefore acknowledge and agree that CDD is not responsible for the contents of any Linked Online Product, any link contained in a Linked Online Product or any changes or updates to a Linked Online Product. You further acknowledge and agree that CDD is not responsible for any form of transmission (e.g. webcasting) received from any Linked Online Product.
- Spam E-mail and Postings
In the event of your or others’ access to or use of the Bioharmony Database in connection with the transmission of spam newsgroup postings or unsolicited e-mail in violation of the terms of this Agreement, you acknowledge and agree that CDD would be irreparably harmed thereunder and that monetary damages would be an insufficient and ineffective remedy; therefore you agree that CDD is entitled to obtain immediate injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). CDD may without restriction block, filter or delete unsolicited e-mail.
- Advertisements and Promotions
CDD may run advertisements and promotions directly or from third parties via the Bioharmony Database in any manner or mode and to any extent. Your communications, activities, relationships and business dealings with any third parties advertising or promoting via the Bioharmony Database including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, shall be solely matters between you and such third parties. You acknowledge and agree that CDD is not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such non-CDD advertisers on the Bioharmony Database or in connection therewith.
You agree that CDD may audit your use of the Bioharmony Database for compliance with these terms at any time, with or without notice. In the event that such audit reveals any use of the Bioharmony Database by you other than in full compliance with the terms of this Agreement, you shall reimburse CDD for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.
You agree to indemnify and hold CDD and its officers, co-branders, other partners and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (a) your access to or use of the Bioharmony Database, (including any use by your employees, contractors or agents and all uses of your account numbers, user names and passwords, whether or not actually or expressly authorized by you, in connection with the Bioharmony Database); (b) your connection to the Bioharmony Database; (c) your violation of the terms of this Agreement; (d) the actions of any member of your work group; (e) your infringement of any third party’s intellectual property rights when using any of the software or Content made available on the Bioharmony Database; (f) your violation of any rights of any third party; (g) your access to or use of linked sites and your connections thereto; or (h) any dealings between you and any third parties advertising or promoting via the Bioharmony Database.
- Proprietary Rights
7.1 The foregoing license gives you a limited license to use the Bioharmony Database. CDD and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Bioharmony Database (as an independent work and as an underlying work serving as a basis for any application you may develop), and all copies thereof. All rights not specifically granted in this EULA, are reserved by CDD and its suppliers.
7.2 CDD Vault and other trademarks contained in the Bioharmony Database are trademarks or registered trademarks of CDD Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Bioharmony Database. This EULA does not authorize you to use CDD’s or its licensors' names or any of their respective trademarks.
This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically or otherwise cease to be effective without notice from CDD if you fail to comply with any term(s) of this Agreement. Upon termination of this Agreement, you shall cease all use of the Content and destroy all copies, full or partial, of the Content. Sections 1.10, 6, 9, 10, and 11 of this Agreement shall survive any such termination.
- Disclaimer of Warranties and Limitation of Liability
10.1 ALL MATERIALS CONTAINED IN THE BIOHARMONY DATABASE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; THE USE OF THE ONLINE BIOHARMONY DATABASE AND ALL MATERIALS IS AT THE USER'S OWN RISK; ACCESS TO THE ONLINE BIOHARMONY DATABASE MAY BE INTERRUPTED AND MAY NOT BE ERROR FREE; AND NEITHER COLLABORATIVE DRUG DISCOVERY, INC. , ITS SUPPLIERS, OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE ONLINE BIOHARMONY DATABASE OR THE MATERIALS CONTAINED IN THE ONLINE BIOHARMONY DATABASE, SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USER'S USE OF OR INABILITY TO USE THE ONLINE BIOHARMONY DATABASE AND ALL MATERIALS CONTAINED THEREIN AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF COLLABORATIVE DRUG DISCOVERY, INC. OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10.2 CDD'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE BIOHARMONY DATABASE THAT CAUSED SUCH DAMAGE.
10.3 THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.
- General Terms
11.1 This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws principles.
11.2 This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Bioharmony Database licensed hereunder shall be of no effect. The failure or delay of CDD to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
11.3 No CDD dealer, agent or employee is authorized to make any amendment to this EULA unless such amendment is in writing and signed by a duly authorized representative of CDD.
11.4 If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this EULA will remain in full force and effect.
11.5 CDD is not responsible for any charges associated with accessing the Bioharmony Database, including, but not limited to, any computer equipment, telephone or Internet connections and access software.
11.6 CDD may modify any of these terms and conditions at any time by providing notice in CDD. Your continued use of the Bioharmony Database shall be conclusively deemed acceptance of such modification.
11.7 The information in Bioharmony Database is intended for research and business purposes. It is not intended for personal medical decision making which shall only be made with guidance from a licensed medical doctor. Bioharmony Database is pulled from other public resources such as clinicaltrials.gov, all disclaimers on other web data sources at a minimum apply to data extracted into Bioharmony Database. For example, ClinicalTrials.gov states, “a resource provided by the U.S. National Library of Medicine (NLM), is a registry and results information database of clinical research studies sponsored or funded by a broad range of public and private organizations around the world. Not all studies listed on ClinicalTrials.gov are funded by the National Institutes of Health (NIH) or other agencies of the U.S. Federal Government. Not all listed studies are regulated and/or reviewed by the U.S. Food and Drug Administration or other governmental entities. Information on ClinicalTrials.gov is provided by study sponsors and investigators, and they are responsible for ensuring that the studies follow all applicable laws and regulations. NLM staff do not verify the scientific validity or relevance of the submitted information beyond a limited quality control review for apparent errors, deficiencies, or inconsistencies.” Finally, although CDD makes reasonable efforts to provide accurate information, all data are originally from other public data sources and are not intended, nor liable, for their use for medical decision making.
11.8 All questions concerning this EULA shall be directed to:
COLLABORATIVE DRUG DISCOVERY, INC.
1633 Bayshore Hwy, Suite 342
Burlingame, CA 94010
Collaborative Drug Discovery, Inc.
718 7th St NW
Washington, DC 20001
Collaborative Drug Discovery, Inc.
20 Station Road
Cambridge CB1 2JD
Phone US: (650) 242 5259
Phone UK: +44 (0) 1223 803830
Bioharmony and BioAssay Express Technical Support: [email protected]