WHEREAS, NAPRALERT® (hereinafter "NAPRALERT") is a relational database compiled by University of natural products, including ethno-medical information, pharmacological/biochemical information of extracts of organisms in vitro, in situ, in vivo, in humans (case reports, non-clinical trials) and clinical studies; and
WHEREAS, to promote the University's public service, research, and teaching missions, the University desires to license NAPRALERT® to Client; and
WHEREAS, Client desires to acquire a license to use NAPRALERT®;
THEREFORE, in consideration of the mutual covenants, promises and agreements contained herein, the Parties agree as follows:
- License Grant and Related Services
- University herein, a nontransferable, nonexclusive, non-sublicensable right to use grants to Client and Client accepts, on the terms and conditions set forth NAPRALERT® for the duration of use in accordance with Article 4.
- Client's authorized user will receive access to and use of NAPRALERT®. Client will be billed for its usage of NAPRALERT® in accordance with the rates set forth in Article 6.
- Data and reports made available to Client through NAPRALERT® shall be in the standard HTML format.
- Client's authorized user shall design and perform their own routine searches to generate standard NAPRALERT® reports.
- Duration of Account - Account Life
Client shall have access to NAPRALERT® for so long as Client maintains an active account. The University reserves the right to inactivate an account without notice. Client acknowledges that access to NAPRALERT® shall be on a "pay by search" basis, and that Client's credit card will be charged for each citation upon executing a search. Client's credit card will be billed in accordance with the rates set forth in Article 6.
- Administration and Notice
The Agreement Representatives named below shall be the University's authorized representative in all matters pertaining to procedures or the administration of the terms and conditions of this Agreement. All matters of interpretation and/or approval shall be directed to the Agreement Representative who will be the primary point of contact and coordinate any necessary response.
All communications hereunder shall be in writing and shall be sent by registered or certified mail, return receipt requested, or by an overnight courier service to the persons listed below. A notice shall be deemed to have been given when received at the specified notification address.
Name: Colleen Piersen
Title: Assistant Head for Administration
Address: Department of Medicinal Chemistry &
UIC College of Pharmacy
833 S. Wood Street
M/C 781, Suite 539
Chicago, IL 60612-7231
- Prior to executing any searches of NAPRALERT®, Client shall provide a valid credit card number, expiration date, any necessary security codes, name, and billing address ("Payment Information") prior to executing any searches.
- Client shall pay for each executed search on the payment scale posted on the NAPRALERT® website homepage (http://www.napralert.org/).
- Representations and Warranties
Client represents and warrants that the credit card used to pay for the NAPRALERT® access provided herein is valid, and that Client is the authorized user of such credit card.
- Disclaimer; Limits of Liability
- UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS PERFORMANCE UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF THE MERCHANTABILITY, USE OR FITNESS FOR ANY PARTICULAR PURPOSE OF NAPRALERT® OR ANY SERVICES, PROVIDED TO CLIENT UNDER THIS AGREEMENT. IN NO EVENT SHALL UNIVERSITY BE LIABLE FOR ANY CLAIMS OR LIABILITIES ARISING OUT OF THE USE OF DATA FURNISHED TO THE CLIENT UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR LOST PROFITS ARISING OUT OF, OR RELATED TO, THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITY OF UNIVERSITY FOR DIRECT DAMAGES SHALL IN NO EVENT EXCEED THE AMOUNTS ACTUALLY PAID BY THE CLIENT UNDER THIS AGREEMENT.
- UNIVERSITY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE SECURITY OF CLIENT'S CREDIT CARD AND IDENTIFYING INFORMATION, BUT SHALL NOT BE LIABLE FOR ANY SECURITY BREACHES BY THIRD PARTIES, NOR ANY LOSSES TO CLIENT RESULTING FROM SUCH SECURITY BREACHES. CLIENT HEREBY ASSUMES AND ACCEPTS ALL RISK OF PROVIDING SUCH PAYMENT INFORMATION TO UNIVERSITY, AND RELEASES UNIVERSITY FROM ALL CLAIMS RELATED TO THE PROVIDING OF SUCH PAYMENT INFORMATION.
- Intellectual Property
- Use of Name Client agrees not to use the name of University or the NAPRALERT® mark for any commercial purpose without the prior written approval of University.
- Rights in NAPRALERT® Data and Records All original NAPRALERT® data and records are the property of University.
- NAPRALERT® Data: The following use and distribution restrictions apply to the use of NAPRALERT® data.
- All copyrights are reserved. Client may use copyrighted search results only in the following ways:
- In copyrighted scientific publications when search results are incidental to the publication, and
- In reports to a government agency that are required by law or by administrative rule.
- Reports and Search Results Search results delivered to Client remain the property of the University. Client may use search results only for the following purposes:
- Editing or changing the format of search results to create search terms for use with search files or systems;
- Combining search results with output from other searches, files, or systems to create a consolidated file of search results;
- Editing the search results to remove irrelevant answers or to change the format of such results.
- Client shall not use search results as a database or part of a database from which hits are selectively retrieved by programmed search. Client may create one printed copy of search results for each authorized user from a computer-readable file of search results provided that the Client destroys the computer-readable search results upon creation of the printed version(s).
- Client shall obtain University's specific written permission for any uses of computer-readable search results other than those listed here.
- The resale to third parties of NAPRALERT® reports, the data contained therein, or the results of secondary searches performed on the NAPRALERT®data sets is prohibited.
- Patent and Copyright License Fees: Client shall be solely responsible for all royalties and/or license fees and shall assume all costs incident to the use or the incorporation of the search results in any invention, design, process, product or device which is subject to patent or copyrights held by others, including all costs and fees associated with the defense of any and all suits or claims for infringements of any patent or invention right or copyrights involved such invention, design, process, product or device using or incorporating the search results.
- Pre-Existing Invention Rights: University shall own all of its pre-existing inventions, discoveries, and other developments related to or existing in NAPRALERT®, and University shall own any improvements, discoveries and other developments that University may make in the NAPRALERT® from time to time. Client shall own all of its pre-existing inventions (as existing at the time of this Agreement), discoveries and other developments. Any inventions, discoveries, and other developments arising from the Client's use of the NAPRALERT® shall be owned as determined by United States patent law.
- Independent Contractor
Client and University are independent contractors with respect to each other and nothing herein shall create any association, partnership, joint venture or agency relationship between them.
- Severability: If any term of provision of this Agreement is rendered invalid or unenforceable by an Act of Congress or the Illinois Legislature, or by any regulation duly promulgated by officers of the United States or the State of Illinois acting in accordance with law, or declared null and void by any court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect except as otherwise provided herein.
- Headings: The headings of the articles contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
- Assignment: This Agreement may not be assigned, in whole or in part, by either Party without the prior written approval of the other Party.
- Modification of Terms: University reserves the right to modify or discontinue, temporarily or permanently, NAPRALERT® for any reason, at its sole discretion, with or without notice to you. University may likewise change the Agreement from time to time with or without notice to you. You agree to review the Agreement periodically to ensure that you are aware of any modifications. Your continued access to NAPRALERT® after the modifications have become effective shall be deemed your conclusive acceptance of the modified Agreement. You may be required to accept any revisions to the Agreement in order to continue be granted access to NAPRALERT®. No modifications to the Agreement made by Client will be binding, unless expressly authorized in writing by University.
- Governing Law: This Agreement is to be governed and construed in accordance with the laws of the State of Illinois, and also in accordance with the applicable laws of the United States of America.
- Waiver: The failure of either Party hereto at any time or times to enforce any provision of this Agreement shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part hereof, or the right of either Party thereafter to enforce each and every provision in accordance with the terms of this Agreement.
- Delayed Performance: Except for Client's payment obligations, which are to be timely performed in all circumstances, neither Party shall be liable for damages due to any delay or default in performing its respective obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control.
- Entire Agreement: Except in the case of a prior written NAPRALERT® License Agreement entered into by Client and University which shall have precedence and be controlling, this Agreement shall constitute the entire Agreement between the Parties with respect to the subject matter herein and supersedes all prior communications and writings with respect to the content of this Agreement.
- Acceptance: Client hereby agrees that by clicking on the "I have read and accept the NAPRALERT® User Agreement" box below followed by the "Submit" button, Client hereby agrees to be bound by the terms of this Agreement. If Client is not willing to be so bound, client should leave the page.