Last updated: 18^th January 2008

All content copyright © 1995-2008 Pharmalicensing Limited
All rights reserved

ATTENTION:

These terms and conditions ("Subscriber Terms") apply in addition to those terms and conditions applying to Users. For the avoidance of doubt, all Subscribers are also deemed to be Users. A copy of the User terms can be found here:- Terms and Conditions for Users

This legal notice applies to any subscriber to any service provided by Pharmalicensing ("PL") (whether Profiling Services or Report Purchase Services, as such terms are defined below) ("Subscriber") identified on the order confirmation form ("Form") the entire contents of the web site under the domain name pharmalicensing.com ("Site") and to any correspondence by e-mail between PL and any Subscriber (as defined below). Please read these terms and conditions carefully before using the Site. Use of the Site as a Subscriber indicates that you accept these terms and conditions. If you do not accept these terms and conditions please do not use the Site as a Subscriber.

1. Introduction

By ordering services from PL, as evidenced by a Form, the Subscriber accepts the Subscriber Terms. PL reserves the right to change these Subscriber Terms from time to time at its sole discretion. Any such change will be notified to Subscribers in writing or by e-mail. Any change will be deemed to take effect on the later of fourteen days after the relevant changes have been notified to Subscribers or being posted on the Site. In the case of any violation of these Subscriber Terms, PL reserves the right to seek all remedies available by law and in equity for such violations.

2. Services

2.1 PL provides, inter alia:-

(a) Profiling services, details of which are more particularly set out on the Site ("Profiling Services") for payment of a subscription fee; and

(b) Report purchase services which enable Subscribers to purchase reports for payment of a one-off fee ("Report Purchase Services"); and

(c) Database services, including Partneringtools ("Database services") which enable Subscribers to purchase access to information stored within a database.

2.2 Profiling Services

(a) PL shall supply each Subscriber with the Profiling Service for 12 months from the date of commencement of that service. PL may change suspend or cancel all or any part of the Profiling Service at any time, subject to providing the Subscriber with seven days notice of the change, suspension or cancellation.

(b) Subject to paragraph 2.2(a) above, PL will use its reasonable endeavours to maintain the Profiling Service.

2.3 Report Purchase Services

In relation to terms specifically relating to Report Purchase Services, please visit Terms and Conditions for report purchase.

2.4 Database services

(a) The individual agrees as follows:

• Use of the service is for the individual's internal purposes only. The individual shall not be entitled to redistribute, sell or otherwise market the information contained in the subscription service in any form to any third party.
• Any derivative works prepared by the individual for internal use which directly or indirectly utilize information from the service shall prominently credit Pharmalicensing as the source of such information.
• Content of the Database services is gathered from various public sources believed to be reliable, but in any case Database services do not warrant or guarantee the timeliness, sequence, accuracy or completeness of the information presented by this service. There are no warranties, express or implied, as to the results to be obtained from use of such information. The content may change without notice.
• All elements (including, but not limited to, data, graphics, layout, programs and scripts) of the subscription service are the property of Pharmalicensing Limited.

(b) Individual subscriptions are intended for the use by the named individual. It is a condition of subscription that the individual will not share or in any way transfer the access rights to any third party. In the event that the individual breaches these conditions, subscription will be suspended until such time as the individual provides written commitment to adhere to these conditions. Subsequent breach of these conditions may lead to cancellation of the Subscription.

(c) Multiple (3 person) and Site (10 person) subscriptions are intended for the use by the named individual and designated individuals at the same company and location. It is a condition of subscription that the individual will not share or in any way transfer the access rights to any third party. In the event that the individual breaches these conditions, Subscription will be suspended until such time as the individual provides written commitment to adhere to these conditions. Subsequent breach of these conditions may lead to cancellation of the Subscription.

(d) Global (company-wide) subscriptions are intended for use by the named individual and additional designated individuals at the same company.

3. Subscriber Content

Each Subscriber is fully responsible for the Information transmitted or posted to the Site by him or on his behalf ("Subscriber Content") and warrants that such Subscriber Content is true and accurate and does not infringe any person's legal or proprietary rights. It is the Subscriber's responsibility to retain copies of their own Subscriber Content. PL accepts no responsibility for the loss of any Subscriber Content that may result from transmission or posting to the Site.

4. Payment

Terms relating to Profiling Services

4.1 Payment, where applicable, for Profiling Services shall be made annually in advance unless specifically agreed otherwise in writing between PL and the Subscriber.

4.2 All fees are exclusive of UK value added tax (VAT), sales or other taxes, which will be in addition to the fee at the prevailing rate at the time. Countries outside of the European Union (EU) and those companies within the EU which are able to provide PL with a valid VAT exemption number are not liable to pay VAT.

4.3 PL reserves the right to suspend or close the use of the Profiling Service to the Subscriber in the event of non-payment by the Subscriber without prior written notice.

4.4 In the event of non-payment the Subscriber will be responsible for all costs incurred by PL including without limitation any legal fees incurred. Invoices not paid within thirty days of the invoice date shall be subject to interest at 5% per annum above the UK base rate for Lloyds TSB Bank PLC prevailing from time to time.

4.5 For subscribers purchasing online refunds are at the discretion of Pharmalicensing Ltd.

Terms Relating to Report Purchase Services

4.6 In relation to terms specifically relating to Report Purchase Services, please visit Terms and Conditions for report purchase.

Terms relating to Database Services

4.7 Please see 4.1 through to 4.5.

5. Confidentiality

5.1 Confidential information means any information or data disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") with respect to the scope, which (1) if in tangible form or other media that can be converted to readable form is clearly marked as proprietary, confidential or private when disclosed, or (2) if oral or visual, is identified as proprietary, confidential, or private when disclosed. Confidential Information may include any and all proprietary information, whether of a technical, business or other nature including without limitation, processes, algorithms, apparatus, equipment, formulae, data, software, technology, know-how, designs, inventions, experimental work, development, details and specifications, and/or trade and business secrets, sales, and financial information. Confidential Information shall not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party; (iv) is obtained by the Receiving Party from a 3rd Party without a breach of such 3rd Party's obligations of confidentiality; (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (vi) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

5.2 Both Parties agree not to divulge Confidential Information, to any 3rd Party, unless the other Party agrees otherwise in writing. Additionally, neither Party shall use any Confidential Information of the other Party for any purpose other than for the purpose of fulfilling its obligations under this agreement.

5.3 PL represents and warrants that it has established appropriate internal procedures for protecting the Confidential Information of Subscribers including, without limitation, restrictions on disclosure of such information to employees and other persons who may be engaged in rendering services to any person, firm or entity which may be a direct competitor of Subscriber.

6. Warranty

6.1 PL warrants that it will use all reasonable care and skill in carrying out its obligations under these Subscriber Terms. All other conditions, warranties and obligations implied by statute, common law or otherwise are excluded to the maximum extent permissible by law. The Subscriber assumes full responsibility for all risks arising from use of the Subscriber Content and as such, PL shall have no liability to the Subscriber for loss, damage or expense incurred by the Subscriber, to have resulted from PL's alleged failure to place content on the Site as submitted by the Subscriber or at all.

7. Termination

7.1 PL expressly reserves the right to terminate forthwith and without notice provision of the Service to any Subscriber if PL suspects that any material stored or disseminated by that Subscriber is in contravention of paragraph 10.2 of the terms and conditions applying to all Users Terms and Conditions for Users. PL reserves the right at all times to inspect the material and if it is found to be in contravention thereof to remove the material from the Subscriber's account, to remove all or part of the Subscriber Content from the Site, and/or suspend part or all of the service and/or terminate this Agreement immediately without any further obligation to the Subscriber.

7.2 Without prejudice to its rights under paragraph 7.1 above, PL shall further be entitled to immediately terminate the Agreement and remove all or part of the Subscriber Content forthwith and without notice in the event that:

(a) the Subscriber is in breach of the Agreement including these terms and conditions and if capable of remedy fails to remedy them within thirty days of receipt of notice in writing or by e-mail from PL requiring them to do so, or

(b) the Subscriber becomes insolvent and unable to pay its debts, bankrupt or placed in the hands of a receiver or administrator or wound up (other than for a solvent reconstruction).

7.3 The Subscriber is entitled to remove any or all information but will remain liable to pay PL all sums accrued due on or prior to the date of termination and in particular PL will have no obligation to reimburse all or part of the sums paid in advance by the Subscriber unless PL is in material breach of the Agreement.

8. Force Majeure

Neither party shall be held to be in breach of its obligations hereunder (except in relation to the obligation to make payments) nor liable to the other for any loss or damage which may be suffered by another party due to any cause beyond its reasonable control including without limitation any act of God, failure, flood, lightning, fire, strike, lock out, trade dispute act or omission of government regulatory authorities, other total communications operators or other competent authority.

9. No Partnership

Nothing in the Subscriber Terms is intended to or will create any form of partnership or joint venture, agency, franchise, sales representation or employment relationship between PL and the Subscriber.

10. Notices

10.1 Any notice required to be given under this Agreement shall be sent by first class post or fax or electronic mail and shall be deemed to be given two days after posting if sent by post to the other party's address, at the time the fax is sent if sent by fax before 4.00 pm in the afternoon otherwise 9.00 am the next working day and at the time the e-mail is received at either party's e-mail address if sent by electronic mail.

10.2 In relation to PL, its address for these purposes shall be:

Pharmalicensing Ltd
First Floor Marlborough House
Westminster Place
York Business Park
YORK
YO26 6RW
United Kingdom

By hand, by first class mail, by fax to: +44 (0) 1904 520461 or by electronic mail

11. General

11.1 Any failure by any party to exercise or enforce any of its rights under these Subscriber Terms shall not be deemed to be a waiver of any such rights or operate so as to bar the subsequent exercise or enforcement of any such right.

11.2 The Subscriber terms represent the entire understanding between PL and the Subscriber in relation to its subject matter and supersede all other agreements or representations made by either whether oral or written.

11.3 If any part of these Subscriber Terms are held to be invalid or unenforceable, the validity or enforceability of the remaining provisions shall not be affected.

12. Law

These Subscriber Terms shall be governed by and construed in accordance with the Laws of England and the parties hereto submit to the exclusive jurisdiction of the English Courts