PHARMACELERA END USER LICENSE AGREEMENT (Agreement) v2.0
It is important that you carefully read this notice before using the Pharmacelera’s software and its associated data files and documentation, (“the SOFTWARE”). By accessing, downloading, installing, copying, or otherwise using the SOFTWARE, you (hereafter “LICENSEE”) agree to be bound by the terms of this agreement which constitutes a legally binding contract between the LICENSOR, PHARMACELERA S.L. (hereafter “Pharmacelera”), and LICENSEE. To use this software, you must first indicate your acceptance of the terms and conditions of this Agreement by clicking the Accept button. If you do not accept these terms you must terminate your access to the SOFTWARE for a refund of any fees paid.
1. WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY
1.1 Limitation of Liability. Nothing in this Agreement shall be deemed to be a representation or warranty by Pharmacelera or its licensors of the accuracy, safety or usefulness for any purpose, of the SOFTWARE at any time made available by Pharmacelera or that the SOFTWARE is error free or will meet LICENSEEs requirements. PHARMACELERA AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, CORRECTNESS AND FITNESS FOR A PARTICULAR USE. THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF PHARMACELERA OR ITS LICENSORS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, USE OR PERFORMANCE OF THE SOFTWARE. IN THE EVENT PHARMACELERA IS DETERMINED TO BE LIABLE TO LICENSEE FOR ANY REASON ARISING OUT OF THIS AGREEMENT, DESPITE THE LIMITATIONS CONTAINED HEREIN, THE MAXIMUM EXTENT OF PHARMACELERA’S LIABILITY SHALL BE THE PRICE ACTUALLY PAID BY LICENSEE TO PHARMACELERA FOR THE USE OF THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL PHARMACELERA OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOST BUSINESS OR PROFITS, LOST DATA, LOSS OF GOODWILL, COSTS OF PROCUREMENT OF ALTERNATIVE GOODS OR PUNITIVE DAMAGES, WHETHER ARISING UNDER TORT OR CONTRACT, EVEN IF PHARMACELERA HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
1.2 Disclaimer. PHARMACELERA MAKES NO WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER WHATSOEVER AND ALL WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, THE USE OF REASONABLE SKILL AND CARE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE EXPRESSLY EXCLUDED. PHARMACELERA MAKES NO REPRESENTATION OR WARRANTY THAT ALL ERRORS HAVE BEEN OR CAN BE ELIMINATED FROM THE SOFTWARE, THAT IT WILL OPERATE WITHOUT INTERRUPTION OR THAT IT WILL OPERATE WITH OTHER PRODUCTS.
1.3 Indemnity. LICENSEE will at its own expense, indemnify, defend and hold harmless Pharmacelera and its affiliates, and their respective directors, officers, trustees, employees and agents, from and against any action, damages, suits, claims, liabilities, costs and expenses (including reasonable attorney’s fees) based on a claim arising from or relating to this Agreement or LICENSEEs use of the SOFTWARE. The indemnified party shall have the exclusive right to control such defense. In no event shall LICENSEE settle any claim, lawsuit or proceedings in any manner that materially prejudices the indemnified parties rights without the indemnified parties prior written approval.
2. GRANT OF LICENSE
2.1 Grant. Subject to the terms and conditions of this Agreement, and LICENSEEs payment of the applicable license fees, Pharmacelera grants and LICENSEE accepts a non-exclusive, non-transferable, non-assignable, internal-use-only license, without the right to grant sub-licenses, to use the SOFTWARE on a single PC. LICENSEE understands that its license is for access to the SOFTWARE and that no rights to install executables or receive or use source code are granted by this Agreement. LICENSEE understands that it is not purchasing title to the SOFTWARE or copies thereof, but rather is being granted only a time-limited right to use the SOFTWARE on a single PC. Pharmacelera reserves all rights not expressly granted herein.
2.2 Authorized Use. LICENSEE is authorized to use the SOFTWARE only for internal use. The SOFTWARE may not be used by LICENSEE in the delivery of derivative product(s) or service(s) based on the SOFTWARE to other entities. LICENSEE is not authorized to make or use additional copies of the SOFTWARE. LICENSEE understands that separate licenses are needed for any use of SOFTWARE other than those authorized in this Agreement.
2.3 Restrictions. LICENSEE acknowledges that the SOFTWARE is the sole and exclusive property of Pharmacelera and contains valuable confidential information and trade secrets of Pharmacelera. LICENSEE agrees to keep the Software in confidence and to take all reasonable precautions to ensure that no unauthorized persons have access to the SOFTWARE or information about its features and functionality, and that no unauthorized copies are made. LICENSEE agrees to use the SOFTWARE only as provided in this Agreement and shall not (and shall not allow any third party to)
(i) decompile, disassemble, reverse engineer, discover any source code or underlying ideas or algorithms of the SOFTWARE or of any files contained in or generated using the SOFTWARE by any means whatsoever other than as permitted under s50B of the Copyright, Designs and Patents Act 1988;
(ii) modify, port, translate, transform, localize, or create derivative works including the SOFTWARE or any portion thereof, or any data or documentation supplied with or created by the SOFTWARE, or any Confidential Information of Pharmacelera or its Affiliates or its licensors or vendors, including without limitation the creation of any computer software application or database for resale or external distribution;
(iii) provide, lease, lend, use for timesharing or service bureau purposes, use for providing training or consulting or otherwise allow use of the SOFTWARE for the benefit of third parties;
(iv) export, import or re-export the SOFTWARE in violation of any applicable law, rule or regulation of any jurisdiction;
(v) disclose, without Pharmacelera’s prior written permission, the SOFTWARE or any code, information or materials contained in or related to the SOFTWARE, license keys, performance information or documentation to any entity (except to LICENSEE’s employees having a need to know for purposes of authorized use hereunder and who are advised of the obligations of this section), or use any of the foregoing other than as expressly authorized hereunder;
(vi) knowingly take any action that would cause any SOFTWARE to be placed in the public domain;
(vii) remove or modify any product identification, trademark, copyright or other proprietary rights notices contained in or on the SOFTWARE.
LICENSEE shall notify Pharmacelera immediately of any actual or imminent unauthorized access to, or use or disclosure of, any of the foregoing. LICENSEE recognizes that the unauthorized use or disclosure of any of the foregoing will give rise to irreparable injury to Pharmacelera or its licensors or affiliates for which monetary damages may be an inadequate remedy; and LICENSEE agrees that Pharmacelera or its licensors or affiliates may seek and obtain injunctive relief against the breach or threatened breach of LICENSEEs obligations hereunder, in addition to any other legal and equitable remedies which may be available.
2.5 No Implied License. LICENSEE acknowledges and agrees that this Agreement in no way shall be construed to provide to LICENSEE, or any third party, any express or implied license to use, copy or otherwise exploit the SOFTWARE or any portion thereof (including any Intellectual Property Rights embodied therein) other than as specifically set forth in this Agreement.
3.1 All titles and copyrights in and to the SOFTWARE (including but not limited to any images, text, and applets incorporated into the SOFTWARE) are the proprietary products of Pharmacelera and are protected by copyright law. You acquire only the right to use the SOFTWARE granted herein and do not acquire any rights of any ownership. You acknowledge that the SOFTWARE in source code remains a confidential trade secret of Pharmacelera. Pharmacelera may have trademarks, copyrights, or other intellectual property rights covering the SOFTWARE. You are not granted by this EULA any license to these patents, trademarks, copyrights, or other intellectual property rights except as expressly provided herein. Pharmacelera reserves all rights not expressly granted. You shall not, without Pharmacelera’s prior written consent in each instance, use in advertising, publicity, supplier listings or otherwise, Pharmacelera’s names, trademarks or service marks.
4.1 Termination of License. Pharmacelera shall have the right to terminate this Agreement with immediate effect with no refund for a material breach of this Agreement by LICENSEE (including, without limitation, LICENSEEs failure to pay for the SOFTWARE). In the event of termination or expiration of this Agreement for any reason, LICENSEE shall promptly return the SOFTWARE and any supporting materials and data, and all copies thereof to Pharmacelera, and shall discontinue all use thereof.
5.1 Usage publicity. Pharmacelera will have the right to mention the fact that the LICENSEE is using the SOFTWARE without disclosing any other information about the usage performed by the LICENSEE nor the data introduced into the SOFTWARE.
6.1 Pharmacelera is a Spanish company and, therefore, personal data is governed by the RGPD (Reglamento General de Protección de Datos). We inform you that your data will be added to a data treatment system property of PHARMACELERA S.L. with CIF B66451071 and located in Pl. Pau Vila, 1, Edifici Palau de Mar, Sector 1, Nucli C, 2nd floor, 08039 Barcelona (Spain). We inform you that your data will be kept during the minimal amount of time required to fulfill the purpose of the data.
6.3 Why we collect it – Purpose of the data collection. We collect information about you so that we can personalize your use of the site, assist your use of the site, improve the site generally and send information about Pharmacelera’s products and services.
6.5 Accessing and updating your personal information. According to the Spanish law you have the rights of access, rectification, data treatment limitation, cancellation, data treatment opposition and portability of your personal data. In order to exercise any of these rights you can contact the postal address indicated before or send an email to firstname.lastname@example.org. You can also contact Pharmacelera’s Data Protection Delegate at the email email@example.com or at the phone number +34 902877192. As long as you don’t notify us we will assume that your personal data has not changed, that you will notify us of any variation and that we have your consent to use it for the aforementioned purposes.
7.1 Entire Agreement. This Agreement forms the entire understanding between the parties and supersedes any prior agreements, whether oral or written, concerning the SOFTWARE. Terms and conditions on any LICENSEE purchase order are expressly rejected and superseded by the terms and conditions set forth in this Agreement. In the absence of an additional license agreement between the parties, the terms and conditions of this Agreement shall apply to subsequent orders by LICENSEE of software licenses from Pharmacelera. No Pharmacelera representative has authority to grant any written or oral warranties concerning the SOFTWARE separate from this Agreement.
7.2 Governing Law. This Agreement shall be interpreted under the laws of Spain without giving effect to its conflict of laws principles.
7.3 Force Majeur. Neither party shall be liable for failure to perform an obligation under this Agreement where such failure is due to fire,
flood, labor dispute, natural calamity, acts of government or other causes beyond its reasonable control.
7.4 Independent Parties. The parties are independent contractors. No agency, partnership or joint venture is created by this Agreement.
7.5 Enforceability. In the event that any provision of this Agreement is deemed to be unenforceable, that provision shall be enforced to the maximum extent permitted to affect the parties’ intentions hereunder, and the remainder of the Agreement shall continue in full force and effect.
7.6 Survival of Obligations. The obligations of clauses 1.3, 2.1, 2.3, 2.4, and sections 3 and 7 shall survive expiration and termination of this Agreement for any reason and shall apply to the SOFTWARE regardless of its use by LICENSEE with any other programs not provided by Pharmacelera.