By accessing the Product(s) purchased on the Service Order Form, you, the Subscriber listed on the Service Order Form, agree that you and your Authorized Users are bound as follows:
1. License Grant. Subject to the terms and conditions of this Agreement, Therapeutic Research Center, LLC and its affiliates ("TRC") hereby grant to Subscriber a non-exclusive, non-transferable license (the "License") for Subscriber and its Authorized Users to access and use the products and services listed on Subscriber's approved Service Order Form (the "Service"). Access and use of the Service is only for the internal, research purposes of Subscriber and/or its Authorized Users. Subscriber does not acquire any intellectual property ownership in the Service or any associated software, systems, documentation, content or other materials. All such rights and interests remain with TRC and its licensors.
2. Authorized Users. Those users designated on the Service Order Form.
3. Secure/Remote Access. All access and use of the Service must be made via a secure network and secure authentication methods. Use of the Service by remote access is allowed unless otherwise stated on the Service Order Form. Subscriber will strictly limit any remote access to its Authorized Users through the use of passwords, IP addresses or other secure method of user verification. Subscriber will immediately notify TRC if Subscriber believes its security has been compromised. Posting of usernames or passwords, or otherwise enabling access for the benefit of non-subscribing institutions or users, is strictly prohibited.
4. Restrictions. Except as expressly permitted above, Subscriber and its Authorized Users shall not:
5. Fees and Payments. Subscriber agrees to pay the fees for the Service shown on the Service Order Form within 30 days of receipt of TRC's invoice unless otherwise specified on the Service Order Form. Fees are based in part on Subscriber's population served, Authorized Users and Additional Sites at the time of the order. If any combination of these elements materially increases (e.g., if the Subscriber acquires a new affiliate), a fee increase commensurate with such change may be required before access and use of the Service is provided to or for the benefit of the additional user population, Authorized Users and/or Additional Sites.
6. Term. Subscriber's access to a particular Service shall continue for the period on the Service Order Form, plus any agreed renewal period(s). This Agreement shall continue in force for so long as Subscriber subscribes to at least one Service. Thereafter, the following survive: Sections 7 and 10-13.
7. Termination for Breach. If a party breaches a material term of this Agreement and does not cure within 30 days from written notice, the other party may immediately terminate this Agreement in whole or as to the affected Service. If this Agreement is terminated in whole or in part for Subscriber's breach, (i) TRC shall disable access to any terminated Service, (ii) Subscriber shall destroy any files, information, data or software derived from any terminated Service in its possession or control, and certify destruction upon request, and (iii) TRC reserves the right to pursue all available legal remedies.
8. Remedial Action. Without limiting the above, TRC may suspend delivery of the Service if it reasonably determines that Subscribers or Authorized Users failure to comply with this Agreement may cause irreparable harm to it or its licensors. If delivery is suspended, TRC will work in good faith to restore Subscriber's access as soon as possible.
9. Service Level. If the Service or content are hosted by TRC, TRC will use commercially reasonable efforts to provide access to the Service on a continuous 24/7 basis (except for regularly scheduled maintenance) and free from viruses or other harmful software. TRC shall not be liable for any failure or delay or interruption in the Service or failure of any equipment or telecommunications resulting from any cause beyond TRC's reasonable control. Subscriber is responsible for providing all required information for account set up and activation, and for any telecommunications connections and related third-party charges.
10. Limited Warranty and Disclaimer of Warranty. EXCEPT AS EXPRESSLY WARRANTED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TRC AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE PERTAINING TO: MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, TIMELINESS, CORRECTNESS, RELIABILITY, CURRENCY, OR COMPLETENESS OF THE SERVICE OR ANY INFORMATION OR RESULTS OBTAINED THROUGH THE SERVICE, EVEN IF ASSISTED BY TRC. TRC SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR DETERMINING THE COMPATIBILITY OF ANY HARDWARE OR SOFTWARE NOT SUPPLIED BY TRC WITH THE SERVICE AND PROVIDES NO WARRANTY WITH RESPECT TO THE OPERATION OF SUCH HARDWARE OR SOFTWARE WITH THE SERVICE.
11. Limitation of Liability. THE MAXIMUM LIABILITY OF TRC AND ITS LICENSORS ARISING OUT OF ANY CLAIM RELATED TO THE SERVICE OR THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY TRC FROM SUBSCRIBER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL TRC OR ITS LICENSORS BE LIABLE TO SUBSCRIBER OR ITS AUTHORIZED USERS FOR (i) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES; OR (ii) ANY CLAIM RELATED TO SUBSCRIBER'S OR ITS AUTHORIZED USERS; USE OF COVER IMAGES OR USER-GENERATED CONTENT PROVIDED AS PART OF THE SERVICE; OR (iii) UNAUTHORIZED USE OF THE SERVICE.
12. Indemnification. TRC will indemnify, defend and hold harmless the Subscriber and its Authorized Users from and against any loss, damage, costs, liability and expenses (including reasonable attorneys’ fees) arising from or out of any third-party action or claim that use of the Subscribed Products in accordance with the terms and conditions herein that infringes the intellectual property rights of such third party, provided: (i) all use of the content was in accordance with this Agreement; (ii) the claim, cause of action or infringement was not caused by you modifying or combining the Content with or into other products or application not approved by TRC; (iii) you give TRC prompt notice or any such claim you become aware of; and (iv) you give TRC the right to control and direct the investigation, defense and settlement of each such claim. If any such action or claim is made, the Subscriber will promptly notify and reasonably cooperate with TRC. This indemnity obligation will survive the termination of this Agreement.
13. Entire Agreement. This Agreement, including the Service Order Form and these Terms and Conditions, constitutes the entire agreement between the parties hereto with respect to its subject matter and supersedes all previous and contemporaneous agreements between the parties with respect to the same subject matter and may not be amended, except in a writing signed by the parties. The terms of Subscriber's purchase orders, if any, are for Subscriber's convenience and do not supersede any term or condition of this Agreement.