OFF-X DATABASE LICENSE
|Licensor (“Us” or “We”)||Clarivate|
Licensee is authorized to access and use OFF-X, including all material and related documents (e.g. manuals, flow charts, functional specifications and instructions)
The Database shall be accessible through the URL www.targetsafety.info, unless otherwise indicated.
This license agreement (the "License") to the OFF-X database and its content (the “Database”) is a legal agreement between You and Clarivate. By accessing or using this Database, You acknowledge that You have read this agreement, that You understand it, and consent to be bound by and becoming a party to this License.
1. License grant. We grant You a non-exclusive, non-transferable, time-limited right and license to the Database, only for the agreed number of authorized users, for the agreed number of authorized appliances connected per user and for internal use only, in accordance with the terms laid down in this License. We reserve all rights not expressly granted to You under this License.
2. Use. The Database may only be accessed and used by You solely for the purposes set out in section 1 above.
3. Restrictions on Use: You must not: (i) have made or permit any third parties to access or to make any copies or verbal or media translation of the Database, in whole or in part, for any reason unless otherwise authorized by Us in advance; (ii) modify, adapt, translate or prepare derivative works from the Database and, to the extent permitted by applicable law, circumvent any technical measure, decompile, reverse engineer, dissemble, recreate or otherwise attempt to derive source code from the Database. Any and all direct or indirect changes to the Database, including but not limited to the correction of errors are prohibited without Our prior written authorization; (iii) remove, erase, obscure or otherwise modify any marking in the Database; or (iv) publish or otherwise use and/or commercially exploit any results obtained with the Database.
4. Limitations and Undertakings of Licensee: (i) You shall use the Database in strict compliance with any and all applicable local, state and national laws to this Agreement (collectively, the "Applicable Laws") and You shall not use the Database and/or use the results deriving from its operation for any illegal purpose, or in violation of any Applicable Laws; and (ii) You represent and warrant to Us that You will have at all times adequate right and title over Your data to use it in operating the Database in accordance with this License, and that any such use shall not infringe or violate any rights of any third party. You agree to be solely responsible for regulatory and safety related requirements concerning Your use of the Database and the results deriving therefrom. You acknowledge that the Database may be provided with and/or interoperates with online, web-based applications and software products that are developed by third parties, and which are bundled with the Database, the use of which is governed by the applicable terms and conditions of such third party. By entering into this License You accept the Third Party Software terms and conditions and each time that an Authorized User logs in to the Database, such Authorized User shall accept the Database Terms and Conditions, as well as any Third Party Software terms and conditions, as set out in the log in process. Any use of the Database may be controlled by Us; therefore, any information gathered from Your use of the Database will be collected by Clarivate in an aggregated anonymous manner and used for the sole purpose of improving our services and Database.
5. Intellectual Property Rights. You acknowledge and agree that We are and shall remain the exclusive owners of the Database and its content. You further acknowledge and agree that all right, title and interest in the Database, including associated Intellectual Property rights, shall remain at all times with Us. Intellectual Property rights means any and all patents, utility models, design rights, copyrights and data bases sui generis right, trademarks, proprietary know-how, and any other similar statutory intellectual property or industrial rights, as well as applications for any such rights.
6. Confidential information and non-disclosure. You acknowledge and agree that all confidential information in connection with the Database is and shall be deemed to be at all times Our exclusive and confidential proprietary Information. You shall hold all confidential information in connection with the Database in the strictest confidence without disclosing or otherwise using, directly or indirectly, any such confidential information, except for the access and use permitted by this License.
7. Disclaimer of Warranty. The Platform Software is provided “AS IS” and “WITH ALL FAULTS” without warranty of any kind. We expressly disclaim all warranties, express or implied, including, without limitation, warranty of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights. We do not warrant that the use in whole or in part of the Database will be interrupted, error free, secure or virus-free, will meet Your requirements, or will operate with the combination of hardware and software used by You. We accept no liability for any loss or damage sustained by You or arising in any way from this License or Your access to or operation of the Database. All warranties, conditions or other terms implied by Applicable Laws are excluded to the fullest extent permitted by Applicable Laws.
Whilst Clarivate has made great efforts to include accurate and up-to-date information, we make no representations or warranties, express or implied, as to the accuracy or completeness of the information provided on this Database and disclaim any liability for the use of this Database. Clarivate may change this site at any time without notice but does not assume any responsibility to update it. All users agree that all access and use of this Database and on any website linked to from this site and the content thereof is at their own risk. Neither Clarivate nor any other party involved in creating, producing or delivering this Database shall be liable in any manner whatsoever for any direct, incidental, consequential, indirect or punitive damages arising out of your access, use or inability to use this Database, or any errors or omissions in the content thereof.
8. Forward-Looking Information. The Database may contain forward-looking information. Such information is subject to a variety of significant uncertainties, including scientific, business, economic and financial factors, and therefore actual results may differ significantly from those presented.
9. Term and Termination. This License shall be effective as of the date that We provide access to the Database. We are entitled to early terminate this License at any time upon a breach by You of any provisions herein which is not cured within the non-extendible period of five (5) days from notification of breach. Our early termination right shall be understood without prejudice of Our right to any and all remedies provided by Applicable Laws, including but not limited to claims for damages. Upon the expiration or the early termination of this License, We will cancel Your access to the Database.
10. Personal data. Your personal data and the data of any Authorized User accessing the Database will be processed by Clarivate for the sole purpose of providing You with the License and in order to grant You access to the Database. Additionally, any personal data generated by Your use of the Database will be used on an anonymous basis in order to improve Our services and the contents of the Database. Your data will be processed as long as the License is in force. Your data will not be disclosed to any third party, unless We are obliged to do so by any applicable law. You may exercise Your right of access, rectification, cancellation, objection, portability and processing limitation by contacting Clarivate. You are also entitled to file a claim with the relevant data protection authorities.
11. Governing Law. This License is governed by and shall be construed with accordance to the laws of the Kingdom of Spain. Any disputes arising from this License shall be submitted to the Courts of the city of Barcelona (Spain). For these purposes, the Parties waive their right to claim before any other jurisdiction.