INTERSYS TERMS & CLICK THRU’ END USER LICENCE AGREEMENT

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE PROCEEDING:

NOTICE TO USER: PLEASE READ THE TERMS SET OUT BELOW (THE “AGREEMENT”) CAREFULLY. BY CLICKING “I AGREE” YOU ACCEPT, FOR AND ON BEHALF OF THE ENTITY IN RESPECT OF WHICH YOU ARE AUTHORISED TO ENTER INTO THIS AGREEMENT (“LICENSEE” OR “YOU”) THE TERMS OF THE AGREEMENT IN RESPECT OF THE SOFTWARE INCLUDING WITHOUT LIMITATION, ALL PAST AND PRESENT VERSIONS THEREOF. YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THE AGREEMENT AND THE MICROSOFT END USER LICENSE TERMS. YOU AGREE THAT IT IS ENFORCEABLE AS IF IT WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR IF YOU ARE NOT AUTHORISED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF THE ENTITY THAT SHALL BE USING THE SOFTWARE DO NOT CLICK “I AGREE” AND DO NOT ATTEMPT TO USE THE SOFTWARE.

THE PRODUCT USES:

·       MICROSOFT SQL SERVER AND WINDOWS SERVER AND AS SUCH, MICROSOFT IS AN INTENDED THIRD PARTY BENEFICIARY OF THE END USER LICENSE AGREEMENT (SEE ANNEX 1.)

IT IS HEREBY AGREED AS FOLLOWS :

1. DEFINITIONS

1.1           “Consumption Offering” (or “Pay-As-You-Go”) means You pay for the use of the Product based on number and size of reports downloaded. Payment is made prior to download;

1.2           “Commitment Offering” means You commit to pay in advance for the use of the Product for a period;

1.3           “Effective Date” means the date of acceptance of this End User License Agreement;

1.4           “ Fees” mean the fees payable by the Licensee to InterSys pursuant to this Agreement, as set out in the Offer Details;

1.5           “InterSys” means InterSys Limited (registration number 3295525) whose registered office is at Haslers, Old Station Road, Loughton, Essex IG10 4PL, United Kingdom;

1.6           “Limited Offering” means You receive limited use of the Product for a limited period without charge. Provisions made in this agreement with respect to pricing and payment do not apply;

1.7           “ Minimum Requirements ” means the minimum technical specification required to enable the Product(s) to function in accordance with the documentation and/or at all, as set out on the Portal;

1.8            “Offer Details” means the subscription offers described on the Portal and comprised of one or more of the Consumption Offering, the Commitment Offering and the Limited Offering;

1.9            “Portal” means https://supplychain-risk.com/scair-services/pharmaceutical-non-compliance-incident-monitor/ ;

1.10         “Product(s)” means the software product(s) listed in the Offer Details on the Portal, in object form only, together with all product updates and maintenance fixes and all associated documentation.

1.11         “Services” means the services provided by InterSys via https://rim.supplychain-risk.com to enable You to access the Products.

1.12         “Term” for the Consumption Offering means the period covering the setup and download of a report, for the Commitment Offering Term means the period covered by the advance payment, for the Limited Offering Term means the limited period thereof.

2. GRANT OF RIGHTS; RESTRICTIONS

2.1 In consideration of the payment of the Fees, and/or other valuable consideration by the Licensee to InterSys and of the Licensee’s compliance with its obligations pursuant to this Agreement, InterSys hereby grants Licensee a renewable (terminable as provided in clause 6), worldwide, nonexclusive, non-transferable, paid-up licence to use the Product(s) via the Services for the Term for its own internal use only. This licence is in respect of use of the Product(s) by the Licensee only and no holding company of the Licensee may use the Product(s).

2.2 Except as expressly permitted in this Agreement, Licensee shall not, and shall not permit others to: (i) modify, translate, create derivative copies of or copy the Product(s), in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Product(s) to source code form; (iii) distribute, sublicence, assign, share, timeshare, sell, rent, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer the Product(s) or Licensee’s right to use the Product(s); (iv) remove or modify any copyright, trademark, or other proprietary notices affixed to the media containing the Product(s) or contained within the Product(s); or (v) use the Product(s) in any manner not expressly authorised by this Agreement.

2.3 Fees must be paid according to the Offer Details. Fees for Consumption Offerings are subject to change at any time upon notice. Fees for Commitment Offerings will not be increased during the Term but are subject to change at the beginning of any renewal.

2.4 Upon renewal of a Commitment Offering the new Fees and Term will thereafter be governed by Offer Details set forth in the Portal, on the date on which your subscription is renewed. If You do not agree to the Offer Details at the time of the renewal, You may decline to renew your subscription.

2.5 The Licensee shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services and Products that is: (a) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images;(d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property.

The Licensee understands and agrees to Intersys’ Privacy Policy, which can be accessed via the Portal.

Intersys reserves the right, without liability to the Licensee, to disable the Licensee’s access to any material that breaches the provisions of this clause.

3.

3.1 InterSys has sole and exclusive ownership of all right, title, and interest in and to the Product(s), including all copyright and any other intellectual property rights therein. This Agreement conveys a limited licence to use the Product(s) and shall not be construed to convey title to or ownership of the Product(s) to Licensee. All rights in and to the Product(s) not expressly granted to Licensee are reserved by InterSys.

4. WARRANTIES

4.1 Each Party hereby represents and warrants to the other that it has the right and power to enter into this Agreement, to subscribe to the obligations herein, and to grant the licences provided hereunder; and entering into this Agreement does not violate the terms and conditions of any other agreement providing for cooperative marketing of product of another entity, or any other legal obligations.

4.2 Except as specifically set forth in this Agreement, neither Party makes any other warranty to the other Party, either express, implied or statutory, or arising by course of conduct or performance, custom or usage in the trade, including but not limited to any implied warranties of merchantability or fitness for a particular purpose.

4.3 For the avoidance of doubt:

(i) the Product(s) are provided ‘as is’ and InterSys does not make any warranty that the Product(s) will be suitable for the Licensee’s requirements or as to the accuracy of any results of use of the Product(s) by the Licensee.

(ii) the data used by the Product is collected from public domain sources and presented to the user without modification. The accuracy of the data reported is dependent on the accuracy of the published data. There is generally a delay between events occurring and notices being posted, which can be a matter of months in some cases. Intersys accepts no responsibility or liability whatsoever (including, but not limited to, any direct or consequential loss or damage that might occur to You and/or any other third party) arising out of, or in connection with, the published data.

4.4 The Licensee hereby represents that it shall: (i) comply with all applicable local and foreign laws and regulations which may govern the use of the Services and the Product(s), and (ii) use the Services and the Product(s) only for lawful purposes and in accordance with the terms of this Agreement.

5. LIMITATION OF LIABILITY

5.1 Licensee’s sole remedy with respect to any claims arising out of this Agreement shall be limited in the aggregate to the monies paid by Licensee to InterSys under this Agreement.

5.2 In no event shall InterSys be liable for any special, indirect, incidental, or consequential damages, including loss of profits and goodwill, business or business benefit, or the cost of procurement of substitute services and products by Licensee even if advised of the possibility of such damages. In no circumstances shall InterSys be liable for any failure of the Product(s) to perform in accordance with the documentation, or at all, resulting from a failure by the Licensee to comply with the Minimum Requirements. Additionally, Licensee acknowledges that whilst the Product(s) may be used in combination with third party product(s), InterSys bear no liability, howsoever arising, for any loss, damage or cost that arises from a failure of the Product(s) to integrate with Licensee or third party product(s).

5.3 Nothing in this Agreement will exclude or limit the liability of either party for death or personal injury resulting from that party’s negligence, in respect of fraud or fraudulent misrepresentation, or in respect of any other liability which cannot be excluded or limited by law.

6. TERM AND TERMINATION

6.1 This Agreement shall commence on the Effective Date and continue for the Term defined by the Offer Details unless terminated in accordance with this clause 6.1. If either Party breaches this Agreement in any material respect, the other Party may give notice to the breaching Party of its intent to terminate, and if such breach is not cured within thirty (30) days after the breaching Party’s receipt of such notice, this Agreement shall terminate without any further notice required (but no cure period is required for any breach that cannot be cured).

6.2 Upon any termination of this Agreement, (i) the rights and licences granted to Licensee herein shall terminate; (ii) Licensee shall cease all use of the Services and the Product(s). Clauses 3, 4, 5 and 6.2 shall survive any termination of this Agreement.

7. GENERAL PROVISIONS

7.1 Licensee shall not assign this Agreement, in whole or in part, without the written consent of InterSys.

7.2 Licensee consents to the use by InterSys of Licensee’s name in customer lists and other publicity, including interviews, case studies, and conference discussions, provided that such publicity accurately describes the nature of the relationship between Licensee and InterSys.

7.3 This Agreement and its performance shall be governed by and construed in accordance with and the Parties hereby submit to the exclusive jurisdiction of the laws of England and Wales.

7.4 Licensee agrees that because of the unique nature of the Product(s) and the proprietary rights of InterSys therein, a demonstrated breach of this Agreement by Licensee would irreparably harm InterSys and monetary damages would be inadequate compensation. Therefore, Licensee agrees that InterSys shall be entitled to preliminary and permanent injunctive relief, as determined by any court of competent jurisdiction to enforce the provisions of this Agreement.

7.5 If any provision of this Agreement or the Product(s) thereof is declared void, illegal, or unenforceable, the remainder of this Agreement will be valid and enforceable to the extent permitted by applicable law. In such event, the Parties agree to use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision.

7.6 Any failure by any Party to this Agreement to enforce at any time any term or condition under this Agreement will not be considered a waiver of that Party’s right thereafter to enforce each and every term and condition of this Agreement.

7.7 Neither Party will be responsible for delays resulting from circumstances beyond the reasonable control of such Party, provided that the nonperforming Party uses reasonable efforts to avoid or remove such causes of non-performance and continues performance hereunder with reasonable dispatch whenever such causes are removed.

7.8 This Agreement (i) constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral and written, made with respect to the subject matter hereof, and (ii) cannot be altered except by agreement in writing executed by an authorised representative of each Party. No purchase order and/or standard terms of purchase provided by Licensee shall supersede this Agreement.

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ANNEX 1: Microsoft SPLA End User Licence Terms