Terms and Conditions for access to (1) MedicinesComplete Website; and (2) certain Publications on the MedicinesComplete Website FOR EVALUATION OR ON A PRO BONO BASIS (together the‘Terms and Conditions’)
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. USE OF THE SITE WILL INDICATE YOUR ACCEPTANCE.
These Terms and Conditions were last updated on 28th January 2015. The website www.new.medicinescomplete.com (‘Website’) and all of the components including without limitation the individual titles published on the Website (‘Publications’) (together the ‘Website Materials’) that form the Website, including but not limited to source code form and/or object code form together with all associated technical information relating to the software components, and intellectual property contained therein is owned and operated by The Royal Pharmaceutical Society of Great Britain, acting through its publishing division Pharmaceutical Press (‘PhP’).
Section 1 – Terms and Conditions for access to MedicinesComplete Website
1. ACCESS TO THIS WEBSITE
1.1 Access to and use of this Website (including, without limitation, the Publications) by you (‘You’ and ‘Your’) is subject to Your compliance with these Terms and Conditions. In addition to these Terms and Conditions, You shall be bound also by any terms and conditions specific to the Publications (where applicable). You are responsible for making all arrangements necessary for you to have access to our Website.
1.2 PhP may make changes to these Terms and Conditions at any time and shall notify You of such changes within a reasonable time.
1.3 You warrant that You will not use this Website for any illegal purpose or in any manner that could damage, disable, overburden, or impair any PhP server or interfere with any other party’s use and enjoyment of this Website.
2. INTELLECTUAL PROPERTY
2.1 All intellectual property in this Website, the Website Materials, including without limitation copyright, database, trade marks, and design rights, is and shall remain the property of PhP, its co-publishers or third party licensors. Details of the copyright ownership of each individual Publication can be found in the copyright notices attached to the relevant parts of this Website. You understand and acknowledge that Website Materials contain confidential and proprietary information and you will not conceal, modify, remove, destroy or alter in any way any proprietary markings on or in the Website Materials or any related materials and documentation.
2.2 You may display data from this Website on screen and print off single screens for Your internal use only.
2.3 You agree that You will: (i) keep the Website Materials confidential; (ii) not distribute, license, sell, supply, modify, adapt, amend, incorporate, merge or otherwise alter or deal in or encumber the Website Materials; (iii) not translate, adapt, disassemble, reverse engineer, create derivative works, reverse analyse, decompile or otherwise disassemble, or make any modifications, additions or enhancements to, the Website Materials (or any part); (iv) not copy the Website Materials (or any part) nor store permanently on any medium; (v) not use the Website Materials on behalf of or make them available to any third party or allow or permit a third party to do so; and (vi) in the event Your access is terminated for any reason You will return or procure the return to PhP (or destroy or procure the destruction as PhP may require) of any and all documents and other materials and media containing the Website Materials together with all copies and delete or uninstall or return or procure the deletion or un-installation or return of all electronic copies of the Website Materials.
3.1 You are assumed to possess the necessary knowledge to interpret the information that this Website and the Website Materials provide. Information on the selection and clinical use of medicines is designed for prescribers, pharmacists and other healthcare professionals. Such information should only be interpreted in light of professional knowledge and supplemented as necessary with specialist publications and by reference to product literature.
3.2 PhP is not responsible for the content of any other website or pages linking to or from this Website. Following links to any other websites or pages shall be at Your own risk and PhP shall not be responsible or liable, directly or indirectly, for any damages whatsoever resulting from the use of such other websites.
3.3 Nothing in these Terms and Conditions shall limit or exclude any liability of PhP which may not be limited or excluded by law and save as expressly set out in these Terms and Conditions all other warranties, terms and conditions whether implied by or arising under statute or common law, custom, trade usage, or course of dealing between the parties, or otherwise, all of which are hereby excluded to the fullest extent permitted by law. The content of the Website and the Website Materials are provided on an ‘as is’ and ‘as available’ basis and accordingly PhP does not give any warranty express or implied or make any representation:
3.3.1 that the content of the Website or the Website Materials will be suitable for any particular requirement of Yours or for any particular use by You; or
3.3.2 that PhP’s online service will operate error free or without interruption or that any errors will be corrected; or
3.3.3 that the content of the Website or the Website Materials are complete, accurate or up to date.
3.4 In no event will PhP or its representatives be liable (whether in compensation for any breach or pursuant to any indemnity and whether in contract, tort, for breach of statutory duty or arising from or caused by use of, reliance on, or inability to access and use any information contained in the content of the Website or the Website Materials or otherwise) for any direct, indirect, incidental, special or consequential damages or loss or for any loss of anticipated savings, loss of revenue, loss of data, loss of goodwill or reputation, liability to third parties, business interruption, loss of management time, loss of use of any asset or any loss which procedures and precautions implemented by (or which would generally be implemented by a person exercising a degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a reasonably and appropriately skilled and experienced person in the same or similar circumstances) could have prevented or reduced, even if PhP or its representatives has been previously advised of the possibility of such damages or losses. 3.5 You should note that where you are granted a licence to access Licensed Publications for evaluation purposes or on a pro-bono basis that the limitations on Your and PhP’s liability will be subject to further terms contained at clause 7 of Section 2 below in relation to the licence granted by PhP to You to access those Licensed Publications.
4. SUSPENSION OF ACCESS TO THIS WEBSITE
4.1 PhP monitors access and Website usage. If PhP reasonably believes that You are in breach of these Terms and Conditions (or any other contract between You and PhP) Your session may be temporarily blocked. Persistent repetition of a breach may result in Your access being suspended and a notice of misuse being issued. Access will be re-instated where You can demonstrate to PhP’s reasonable satisfaction that the pattern of use is reasonable and all due care has been exercised in preventing unauthorised use and that there is no ongoing breach by You of these Terms. This is without prejudice to any other rights or remedies of PhP.
4.2 You acknowledge and agree that PhP’s rights in the Website Materials are fully reserved and that breach of these Terms and Conditions is likely to cause irreparable and unquantifiable damage and You confirm and agree that PhP may at PhP’s discretion apply for and obtain (without prejudice to any rights PhP may have to obtain damages or other remedies) injunctive or other equitable relief without proof of damage.
7. ACCEPTABLE USE You may use the Website only for lawful purposes. You may not use the Website:
7.1 in any way that breaches any applicable local, national or international law or regulation;
7.2 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
7.3 for the purpose of harming or attempting to harm minors in any way;
7.4 to send, knowingly receive, upload, download, use or re-use any material which does not comply with PhP’s content standards published on the Website;
7.5 to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
7.6 to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
8. VIRUSES, HACKING AND OTHER OFFENCES
8.1 You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.
8.2 By breaching this provision, You would commit a criminal offence under the Computer Misuse Act 1990. PhP will report any such breach to the relevant law enforcement authorities and PhP will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use the Website will cease immediately.
8.3 PhP will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use of the Website or to Your downloading of any material posted on it, or on any website linked to it.
9. LAW AND JURISDICTION These Terms and Conditions are governed by and interpreted in accordance with the laws of England and Wales, and the courts of England and Wales will have exclusive jurisdiction in respect of any dispute which may arise.
SECTION 2 – TERMS SPECIFIC TO ACCESS TO CERTAIN PUBLICATIONS ON THE MEDICINESCOMPLETE WEBSITE FOR EVALUATION OR ON A PRO BONO BASIS (‘PUBLICATION TERMS’)
These Publication Terms set out the terms on which PHP will provide You with access, on a trial or limited basis and for a limited period, to certain Licensed Publications on the Website. The terms in this Section 2 apply only to such access rights further and in addition to the other terms contained in Section 1 to these Terms and Conditions.
PLEASE READ THESE PUBLICATION TERMS CAREFULLY BEFORE ACCESSING ANY LICENSED PUBLICATIONS AS ACCESSING A LICENSED PUBLICATION WILL INDICATE YOUR ACCEPTANCE EITHER ON YOUR OWN BEHALF OR ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT. IF YOU DO NOT AGREE TO THESE PUBLICATION TERMS YOU SHOULD NOT ACCESS ANY LICENSED PUBLICATIONS. THE LIMITATIONS ON PhP’S LIABILITY ARE CONTAINED IN CLAUSE 7.1 OF THIS SECTION 2 BELOW.
The definitions contained in Section 1 shall apply to this Section 2 together with the following definitions. The following definitions shall apply to this Section 2 only. Any references to clause numbers in this Section 2 shall relate to those contained in this Section 2 unless stated otherwise.
Authorised Users means You, Your employees and independent contractors who are permitted (as confirmed in the Notice of Scope) to access the Licensed Publications from Your premises by way of a Secure Network;
Agreement means the agreement between PHP and You comprising these Terms and Conditions and the Notice of Scope;
Commercial Use includes i) copying or downloading any of the Licensed Publications or linking to the Licensed Publications for further redistribution, sale or licensing, for a fee; ii) copying, downloading or posting of any of the Licensed Publications on a site or service that incorporates advertising with such content; iii) the inclusion or incorporation of any of the Licensed Publications in other works or services (other than legally permitted quotations with an appropriate citation) that is then available for sale or licensing, for a fee; iv) use of any of the Licensed Publications howsoever (other than legally permitted quotations with an appropriate citation) by organisations for any promotional or advertising purposes, whether direct or indirect, whether for a fee or otherwise; v) distribution by or on behalf of pharmaceutical organisations other than where they are You; and vi) use of the Licensed Publications for the purposes of monetary reward by means of sale, resale, licence, loan, hire, transfer or other form of commercial exploitation;
Effective Date the date on which You accept these Terms following its receipt of the Notice of Scope, acceptance being indicated either by Your written confirmation of acceptance of the Notice of Scope or by You accessing the Licensed Publications via the Website, if earlier;
Evaluation Period means the period commencing the Effective Date and ending on the Expiry Date;
Expiry Date means that date specified in the Notice of Scope as being the end date of the Evaluation Period;
Licensed Publication(s) the Publications which PhP has agreed to make available during the Evaluation Period, as specified in the Notice of Scope; Notice of Scope means the email communication from PhP to You confirming Your name and address, Expiry Date, the Authorised Users, the Licensed Publications, and any other information relevant to the Agreement;
and Secure Network means a network (whether a standalone network or a virtual network within the Internet) which is only accessible to Authorised Users and whose identity is authenticated at the time of login via a username and password and periodically thereafter consistent with current best practice, and whose conduct is subject to regulation by You.
2. Grant of licence
2.1 PhP grants to You a non-exclusive and non-transferable or sub-licensable licence to allow Authorised Users during the Evaluation Period to access the Licensed Publications via a web-browser. You shall not have any rights in or to the Licensed Publications other than the rights specifically granted in this Agreement and all rights not expressly granted to You are reserved by PhP.
2.2 The Licensed Publications may only be used for Your own internal purposes.
2.3 At any given time during the Evaluation Period, You shall not allow any person other than an Authorised User to access the Licensed Publications.
2.4 Except to the extent necessary to exercise the rights expressly granted by these this Agreement, You shall not:
2.4.1 store transiently or permanently on any medium, transfer, transmit, reproduce, rent, sell, lease, sub-license, loan to any third party, copy, publish or otherwise exploit or make Commercial Use of, modify, adapt, merge, translate, reverse, engineer, decompile, disassemble, create derivative works from or based upon, or combine with other material the whole or any part of the Licensed Publications; or
2.4.2 distribute or disclose the contents of the Licensed Publications to any third party.
2.5 You may display the Licensed Publications on screen and print off single screens: in each case for non-Commercial Use only. At no stage must copies be made of a substantial part of the Licensed Publications.
3. Duration The Agreement shall commence on the Effective Date and shall, unless terminated earlier as herein provided, continue until expiration of the Evaluation Period when it shall terminate automatically. On termination of the Agreement for any reason, access to the Licensed Publications shall automatically cease.
4. Your Obligations
4.1 You shall keep and shall ensure that each Authorised User shall keep its subscription number and access details confidential and will not disclose them to any person not entitled to access the Licensed Publications pursuant to this Agreement.
4.2 You must contact PhP or its representative and obtain a supplementary licence (which may contain additional terms and conditions to these) before allowing any additional user to access the Licensed Publications.
4.3 You may not store any Licensed Publications on any computer or server, so that it is publicly available to users.
4.4 You shall furnish all assistance reasonably necessary for PhP to determine Your compliance or the extent of Your non-compliance with the terms of the Agreement, during the Agreement, and for twelve (12) months following termination thereof including without limitation giving PhP all reasonable access to Your records (either itself or by its representatives) on reasonable notice and during regular business hours at the point or points at which the Licensed Publications are or were accessed. In the event that the points where the Licensed Publications are or were accessed by Your users are situated at different locations, You shall procure access for such inspection by PhP or its representatives to as many of such locations as PhP requests and, at PhP’s direction, You shall arrange for all relevant records to be at a single location for access and inspection by PhP. PhP may take reasonable copies of such records for the purpose of auditing the Your access to and usage of the Licensed Publications.
4.5 You shall procure that all Authorised Users comply with these Publication Terms.
5. PhP’s Rights and Obligations
5.1 PhP or its representatives may suspend or deny access of by You to the Licensed Publications if You are in breach of the Terms and Conditions, including without limitation where any of the Authorised Users fails to comply with Terms and Conditions.
5.2 PhP may make or authorise changes to the Licensed Publications contained on the Website, or remove a Licensed Publication or any part thereof.
6.1 Access to the Website and Licensed Publications is free of charge during the Evaluation Period.
6.2 If a Licensed Publication is accessed by a person who is not an Authorised Users at any time during the Evaluation Period owing to a breach by You of the Terms and Conditions, PhP may charge You a fee reflecting the excess use and access of the Licensed Publications.
7. Limitation of Liability
7.1 You acknowledge that the licence granted under this Agreement during the Evaluation Period is provided free of charge and that accordingly access to the Licensed Publication is, to the fullest extent permitted by law, provided on an “as is” basis without warranty of any kind, whether express or implied, and it is reasonable for PhP to limit its liability in this manner.
7.2 You agree to indemnify PhP and hold PhP harmless against all claims and damages incurred by it including, without limitation, reasonable attorneys’ fees, as a result of Your combining the Licensed Publications with, or adding the Licensed Publications to, publications or material not supplied by PhP or its representatives or modifying the Licensed Publications without approval after access has been granted.
8.1 The Agreement may be terminated by either party by giving to the other party:
8.1.1 notice forthwith if the other party commits any material or persistent breach of any of the terms of this Agreement and (in the case of a breach capable of being remedied) shall have failed within 30 days after the receipt of a written request to remedy the same; or
8.1.2 30 days’ notice in writing at any time.
8.2 In the event of termination by either party, except as specifically provided otherwise herein, or for breach by PhP, no fees paid by You will be repayable to You.
8.3 On termination You shall immediately delete any downloaded copies of the Licensed Publications or part thereof made by You and if requested by PhP You shall certify such deletion.
8.4 Termination of the Agreement shall not relieve either party of liability to the other in respect of the rights and remedies of the other party which have accrued prior to termination, and neither shall termination affect any provision of this Agreement which is expressed or intended to survive termination.
9.1 Any notice required or permitted to be given under this Agreement shall not be binding unless in writing and sent to the party to be notified by pre-paid first class post for contracts in which You and PhP are based in the United Kingdom of Great Britain, or international courier for contracts in which one of the parties is based outside of the United Kingdom of Great Britain, or by electronic mail at its address as set out in the Notice of Scope or as otherwise notified in accordance with this clause.
9.2 Notice sent by post or international courier shall be deemed given at the commencement of business of the recipient on the fifth business day following its posting.
9.3 Notice sent by electronic mail shall be deemed given at the time of its actual transmission provided that the sender does not receive any indication that the electronic mail message has not been successfully transmitted to the intended recipient.
9.4 In any event, and without affecting the validity of a notice provided in accordance with this clause, the recipient of the notice is required to promptly confirm receipt of the notice using the same method by which the notice was provided.
10.1 PhP or its representatives may, from time to time, forward to You information about other publications. If You do not wish to receive such information in future it must give notice to PhP or its representatives accordingly.
10.2 You may not assign the benefit or burden of the Agreement or any part thereof without the written permission of PhP.
10.3 If any part of Agreement is held to be invalid or unenforceable under any applicable statute or rule of law then it will be deemed to be replaced with something as near to the original intent of the clause as is allowable under the applicable law.
10.4 The Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes the terms of any purchase order or similar instrument relating to the Licensed Publications.
10.5 The failure of either party to give notice of non-performance, breach or termination, or to otherwise enforce any rights hereunder, shall not constitute a waiver of any terms or conditions of the Agreement.
10.6 A party shall not be in breach of the Agreement, nor liable for any failure or delay in performance of any obligations under the Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (‘Force Majeure’ Event). If the Force Majeure Event prevails for a continuous period of more than 10 days, any party may terminate this agreement by giving 14 days’ written notice to all the other parties. On the expiry of this notice period, the Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of the Agreement occurring prior to such termination
10.7 A person who is not a party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.