Terms and Conditions
By clicking the “I Agree” button below, you and any entity you represent (collectively, “you” or the “Licensee”) agree to be bound by all of the terms and conditions of this Online Subscription Agreement (“Agreement”), just as if you had signed a physical copy of this Agreement. If you are entering into this Agreement for an entity, such as the company you work for, you represent to Chemical Information Services, LLC d/b/a Chemical Information Services and d/b/a ChemicalInfo (“us” or “CIS”) that you have the legal authority to bind that entity to the terms and conditions of this Agreement.
IF YOU ACCESS OR USE ANY PART OF THE SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THE AGREEMENT. IF YOU HAVE NOT READ THE AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THE AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE THE SERVICES.
You hereby acknowledge and agree as follows:
2. ACCESS TO THE SERVICES AND LICENSE RESTRICTIONS.
(a) Authorized Users. The license granted by this Agreement may be exercised only by authorized users designated by the Licensee and for whom Licensee shall be responsible (“Authorized Users”). Upon payment of the license fee set out in all applicable purchase invoices, CIS will provide Licensee with such user names and passwords as are necessary for each Authorized User to have online access to the Services. Each Authorized User, by using the provided user names and passwords, consents to be bound by this Agreement and by the Rules. Licensee and each Authorized User agree that any downloaded material shall be used solely for Licensee’s internal business purposes and that downloads may be limited in frequency or amount under the Rules. Licensee and each Authorized User agree that no downloaded material will be made available to individuals who are not employees of Licensee.
(b) No Third-Party Use. Licensee agrees that it shall constitute a material breach of this Agreement for any person (including any employee, agent, or contractor of Licensee) who is not an Authorized User to be provided with a user name, password, or other information needed for online access to the Services, and that upon such breach, CIS may immediately and without notice terminate this Agreement for cause and remove access for all Authorized Users.
(c) License Restrictions. Licensee, and the Authorized Users, shall not:
(i) publish, distribute, disclose, transfer, sublicense, sell, transfer, exchange, encumber, dispose or assign data obtained through the Services to any third party;
(ii) grant to any third party access to any data or information contained in the Services;
(iii) use the Services on a service bureau or time-sharing basis;
(iv) modify, adapt, reverse engineer, decompile, disassemble or transmit in any form or by any means, in whole or in part, the Services or any component part thereof;
(v) merge the data or other information contained in the Services with any software program or extract such data without the prior written approval of CIS;
(vi) create any derivative works based on or which utilizes the data or other information available through the Services;
(vii) impersonate or misrepresent an affiliation with any person or entity;
(viii) use any robots, spiders, crawlers or other automated downloading programs, algorithms or devices to continuously and automatically search, scrape, extract, deep link, index or disrupt the working of the information available through this Services;
(ix) attempt to or actually disrupt, impair, interfere with, alter, or modify the Services, or any information, data, or materials posted and/or displayed by CIS;
(x) attempt to probe, scan, or test the vulnerability of the Services or breach any implemented security or authentication measures, regardless of motive or intent;
(xi) attempt to interfere with or disrupt access to or use of the Services by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code; or
(xii) post any content to the Services that: (A) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (B) depicts or suggests nudity or sexual acts; (C) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin); (D) is objectively shocking or disgusting; (E) depicts or suggests presently occurring illegal activity; (F) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark that is unlicensed; (G) breaches any duty of confidentiality to a third party (e.g., discloses private information about a third party without consent); or (H) is contrary to the Agreement or the Rules.
(d) Operation of the Services from the United States of America. Access to and use of the Services are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement. By accessing and using the Services, you acknowledge and agree that CIS controls and operates all parts of the Services from its offices in the United States of America and that the Services is intended for use by Authorized Users located in the United States of America. Unless expressly stated to the contrary, CIS makes no representation that the Services is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Services are solely directed to individuals, companies, or other entities located in the United States of America. CIS reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Services is void where prohibited. If you access or use the Services from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use any portion of the Services in violation of applicable export laws and regulations.
(e) Authorized User Submissions and Authorized User’s Grant of Limited License. By communicating with CIS, including submitting or sending content to us, you grant CIS the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content (in whole or part), including any information, suggestions, ideas, drawings or concepts contained in such content, worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. Such license includes incorporating the content, in whole or in part, into any CIS feature, as well as the collection, use, and disclosure (including disclosure to CIS’s advertisers) of information that does not personally identify any Authorized User that is submitted, sent, or generated when you access and use the Services. You will remain responsible for the accuracy, copyright compliance, legality, decency, or all other aspects of such submitted material, including any content or part thereof, or other communication to CIS. You also warrant that any “moral rights” in such content are waived.
(f) Use of Licensee Name and Logo. Licensee agrees that CIS shall have the right to use Licensee’s name and logo for the purpose of advertising its list of clients in marketing materials.
3. Availability of the Services
It is not possible to operate the Services with 100% guaranteed uptime. CIS will make reasonable efforts to keep the Services operational. However, certain technical difficulties, routine site and software maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Services. In addition, CIS reserves the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the Services, with or without notice. You agree that CIS shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Services.
(a) Effective Date and Initial Term. This Agreement is effective upon the later of Licensee’s acceptance of the terms of this Agreement or CIS’s receipt of payment (the “Effective Date”) and will continue in effect for the term shown on Licensee’s purchase invoice or, for trial users, at the end of the trial period provided for in the Rules (the “Initial Term”).
(b) Automatic Renewal. If Licensee has agreed to automatic renewals (as shown on Licensee’s purchase invoice) and has provided current credit card information then, approximately seven (7) days before the end of the Term (the “automatic renewal date”), CIS will charge Licensee through its credit card CIS’s then current prices for an annual subscription to the Services, less a five percent (5%) automatic renewal discount, and the Term shall be extended by one year (such additional term being referred to as the “Renewal Term” and the Initial Term and all Renewal Terms, as applicable, being referred to as the “Term”). Licensee may cancel its automatic renewal agreement by giving CIS notice thirty days before the automatic renewal date, such notice to be sent to the Client Development Team at firstname.lastname@example.org. Notices received within thirty (30) days after the automatic renewal date may be applied by CIS to the pending renewal or, at its discretion, to the following renewal.
(c) Termination for Cause or Convenience. CIS may terminate this Agreement immediately without notice if the Licensee fails to comply with any term or condition of this Agreement or the Rules (“Termination for Cause”). In the event of a Termination for Cause, Licensee shall not be entitled to a refund of all or any part of the license fee. Licensee may terminate this Agreement at any time without notice (“Termination for Convenience”), but under no circumstances will any portion of the fees paid be refunded.
(d) Termination for Insolvency. Either party may terminate this Agreement if the other party (i) files a voluntary petition in bankruptcy, (ii) makes a general assignment for the benefit of its creditors, (iii) suffers or permits the appointment of a trustee or receiver for its business assets, (iv) becomes subject to any proceeding under any bankruptcy or insolvency law which is either consented to by such other party or is not dismissed within ninety (90) days, (v) initiates actions to wind up or liquidate its business voluntarily or otherwise, (vi) ceases doing business in the ordinary course, or (vii) anything analogous to any of the events described in this sentence occurs under the laws of any applicable jurisdiction.
(e) Effect of Termination. Upon termination or expiration of this Agreement, CIS shall terminate online access to the Services and Licensee shall stop, and shall cause its Authorized Users to stop, accessing and/or using the Services. In addition, Licensee will immediately destroy all copies, in whatever media, of information downloaded by it. Upon request from CIS, Licensee shall provide CIS a statement signed by on officer of Licensee certifying that all copies of information downloaded from the Services and any components thereof have been destroyed and that Licensee has retained no copies of information downloaded from the Services or any components thereof.
(f) Survival. Those provisions of this Agreement that by their nature are intended to survive the expiration or termination of this Agreement shall so survive, including, without limitation, disclaimers of warranties, limitations of liability, releases, and indemnification obligations.
5. CHANGES, ENHANCEMENTS AND UPDATES.
The specific features and functionality of the Services are dynamic and may change from time to time. CIS reserves complete discretion with respect to the operation of the Services. CIS also reserves the right to withdraw, suspend, or discontinue any feature or functionality of the Services at any time. Licensee acknowledges that CIS may make changes, enhancements and updates to the Services at any time without notice.
6. LICENSE FEES.
In consideration of the Services provided hereunder, Licensee agrees to pay CIS the fees specified all applicable purchase invoices.
7. WARRANTY DISCLAIMER, LIMITATION OF LIABILITY and release.
(a) General Disclaimer of Warranties. LICENSEE ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN “AS IS, WITH ALL FAULTS” BASIS. CIS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE LICENSEE ASSUMES ALL RISK AS TO SELECTION, QUALITY, RESULTS, AND PERFORMANCE OF THE SERVICE.
(b) Disclaimer of Warranties Regarding Information. LICENSEE ACKNOWLEDGES THAT THE INFORMATION PROVIDED THROUGH THE SERVICES IS COMPILED FROM SOURCES WHICH ARE BEYOND THE CONTROL OF CIS, AND CIS DOES NOT WARRANT THAT ANY OF THE INFORMATION PROVIDED THROUGH THE SERVICES IS COMPLETE, ACCURATE, TIMELY, OR FREE FROM ERRORS OR THAT IT WILL CONTINUE TO BE AVAILABLE DURING THE TERM. IF YOU BELIEVE ANY PORTION OF THE SERVICES INCLUDES AN ERROR OR INACCURACY, PLEASE NOTIFY US.
(c) Disclaimer of Warranties Regarding Listed Parties. CIS DOES NOT WARRANT THAT THE PARTIES LISTED ON CIS’ WEBSITE CAN PERFORM OR DELIVER THE SERVICES OR PRODUCTS DESCRIBED THEREIN; THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET THE LICENSEE’S REQUIREMENTS OR BUSINESS NEEDS; OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
(d) Limitation of Liability. IN NO EVENT WILL CIS BE LIABLE TO THE LICENSEE OR TO ANY OTHER PERSON FOR ANY DAMAGES, SUCH AS LOST PROFITS, LOST SAVINGS OR OTHER DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF CIS OR ANY AGENT OF CIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT CIS BECOMES LIABLE TO LICENSEE UNDER THIS AGREEMENT FOR ANY REASON, CIS’S TOTAL, AGGREGATE LIABILITY HEREUNDER FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE FEES PAID BY THE LICENSEE TO CIS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
(e) Release. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
(f) Exclusion. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. PROTECTION AND SECURITY.
The Licensee expressly acknowledges that access to the Services is granted as a license by CIS pursuant to this Agreement and not by way of sale. The Licensee hereby acknowledges and agrees that all copyright and other proprietary rights in and to the Services and the information made accessible to the Licensee pursuant to the terms of this Agreement are owned solely by CIS and its licensors, and the only rights the Licensee has to access and/or use the Services are those rights expressly set forth in this Agreement. Licensee shall take all precautions that are reasonably necessary to (a) prevent access to the Services or any component thereof by any individual who is not an Authorized User; and (b) prevent any unauthorized distribution or redistribution of the Services or any component thereof. At any time during the Term of this License Agreement, CIS shall have the right to receive adequate assurance of the Licensee’s compliance with these protection and security provisions. Such assurances shall be delivered to CIS within fourteen (14) days from such a request. CIS shall, in its sole discretion, determine if such security measures are adequate. In the event such measures are deemed inadequate by CIS, CIS shall inform the Licensee of such inadequacy in writing. The Licensee and CIS shall then consult in good faith in an attempt to achieve a mutually agreeable security measures. In the event that the parties are unable to mutually agree upon a resolution within thirty (30) days from the date of delivery of the assurance, or if no assurance is given, the date that the assurance should have been delivered to CIS, the Licensee shall be deemed in breach of this Agreement and CIS shall be entitled to terminate this Agreement immediately by giving written notice to Licensee.
Licensee agrees to release, defend, indemnify and hold harmless CIS, its affiliates and subsidiaries, and its and their respective employees, officers, directors, agents, representatives, successors and assigns at Licensee’s cost and expense, from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of Licensee’s or its Authorized Users’ access to or use of the Services.
CIS may amend this Agreement or the Rules from time to time in its sole discretion. Any such amendment will become effective as to Licensee and all Authorized Users on the date it is posted to CIS’s web site, regardless of whether Licensee has actual notice of the amendment.
11. Third Party Properties.
The Services may refer you to websites on the Internet and/or products or services that are owned, under the control of, or maintained by a third party (“Third Party Properties”). Unless expressly stated to the contrary, such references do not constitute an affiliation with or endorsement by CIS of any such Third Party Properties. You acknowledge that CIS is providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that CIS is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties. CIS does not endorse or make any representations about any Third Party Properties. If you access, visit, or use any Third Party Properties referred to through the Services, you do so at your own risk.
12. Intellectual Property Infringement.
CIS may remove material that appears in its sole discretion to infringe upon the intellectual property rights of others. If you believe a work protected by a U.S. copyright you own has been published through the Services without authorization, you may notify our copyright agent, and provide the following information:
(a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
(b) identification of the copyrighted work or works claimed to have been infringed;
(c) a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL or other description of where the infringing material appears;
(d) your name, mailing address, telephone number and e-mail address;
(e) a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law; and
(f) a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.
To notify CIS of a claimed copyright infringement, please contact:
IQVIA Inc., Office of General Counsel
IQVIA Designated Copyright Agent
100 IMS Drive, Parsippany, NJ 07054
Phone No.: 866-267-4479.
(a) Severability. If any of the provisions, or portions thereof, of this Agreement are invalid or unenforceable under any applicable statute of rule of law, they are to that extent to be deemed omitted and shall have no effect whatsoever on the validity of the remaining provisions hereof.
(b) Non-waiver. No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement.
(c) Assignment. Licensee may not assign, by operation of law or otherwise, this Agreement or any rights obtained hereunder without the prior written consent of CIS. Any assignment made by Licensee in contravention of this section shall be null and void for all purposes. CIS may freely assign this Agreement without prior notice to Licensee.
(d) Notice. All notices required under the provisions of this Agreement shall be in writing and delivered by email as follows:
Notices to CIS shall be sent to email@example.com.
Notices to Licensee shall be delivered by posting the notice in Licensee’s user portal and by email to the address provided by Licensee at the time of purchase.
(e)Complete Agreement. THE LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS ORAL OR WRITTEN AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
(f) Force Majeure. In the event CIS’s performance of this Agreement, or any obligation hereunder, is prevented, restricted, or interfered with by reason of acts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemic, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of CIS, CIS shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference.
(g) Choice of Law and Venue. This License Agreement will be governed by the internal, substantive laws of the State of Texas, United States of America, without giving effect to the principles of conflicts of laws. The parties agree that the exclusive venue for any action arising out of this Agreement shall be in District or County Courts for Dallas County, Texas or in the United States District Court for the Northern District of Texas, Dallas Division, and Licensee consents to personal jurisdiction in those Courts, waiving any right to a change of venue on any basis.