1.1 The Licensor – iData Research Inc.
1.2 The Licensee / Subscriber – individual or entity named on the submitted order form
1.3 The Product – The Market Research Report, Reports, Surveys or consulting project listed on the signed order form.
2 License Agreement
2.2 The department responsible for the allocation of the product has a responsibility to inform users about the policy. The department shall ensure that all users receive instruction on what constitutes appropriate and inappropriate use of the product.
3 Usage Rights and Licensing Options – The Licensor grants the Licensee the following non-exclusive and non-transferable rights to the purchased Product pr Products:
3.1 The Licensor’s Products are always restricted by copyright protection and additional restrictions may be placed on their use. The licensee must ensure that the report is used in an ethical and lawful manner and agrees to adhere to the restrictions in this document.
3.2 Licensee may use the purchased Product in accordance with the terms of this Agreement.
3.3 Licensee may use the strategic information in the Product in their companies decision making process
3.4 The following licensing options are applicable based on the License(s) designated on the signed order form:
3.4.1 Single License
18.104.22.168 A single license is for use by a single individual only. Usage rights may not be transferred, sold or distributed by any means.
22.214.171.124 A single license can be purchased in hard copy or in PDF format.
126.96.36.199 A single license may not be copied, reproduced, or adapted electronically or physically.
188.8.131.52 Information in the report may be shared verbally or visually so long as no reproduction is made.
184.108.40.206 Single license users may not present or share the product publicly (including shareholders and investors) in part or in entirety under any circumstances.
3.4.2 Site License
220.127.116.11 A site license allows sharing of the reports between various users within the purchasing company’s designated business address within this agreement.
18.104.22.168 The usage rights are licensed to any and all members of the purchasing office. Usage rights may not be transferred, sold or distributed outside of that specific location.
22.214.171.124 A site license is delivered in PDF format. Hard copies may be requested at an additional charge.
126.96.36.199 Licensee may share information from the report with other licensed parties.
188.8.131.52 Licensee may create individual electronic and / or print copies for distribution and sharing with other licensed parties in accordance with this agreement.
184.108.40.206 Licensee may use information contained in the report for presentation, citation or publication only with written permission from the Licensor.
3.4.3 Corporate License
220.127.116.11 A corporate license is for the use of one corporation. A corporation is defined as any business entity incorporated under a single name. Separate corporations operating under the same parent company are not included in this license.
18.104.22.168 Usage rights are licensed to any and all members of the purchasing corporation. Usage rights may not be transferred, sold or distributed to any business entity of a different name.
22.214.171.124 The Licensor will only deliver the report or any copies of the report to the purchaser. Any other parties must contact the purchaser directly.
126.96.36.199 A corporate license is delivered in PDF format. Hard copies may be requested at an additional charge.
188.8.131.52 Licensee may share information from the report with other licensed parties.
184.108.40.206 Licensee may create individual electronic and / or print copies for distribution and sharing with other licensed parties in accordance with this agreement.
3.4.4 Executive Summary
220.127.116.11 An Executive Summary is for use by a single individual only. Usage rights may not be transferred, sold or distributed by any means.
18.104.22.168 An Executive Summary can be purchased in PDF format.
22.214.171.124 An Executive Summary may not be copied, reproduced, or adapted electronically or physically.
126.96.36.199 Information in the Executive Summary may be shared verbally or visually so long as no reproduction is made.
188.8.131.52 Executive Summary users may not present or share the product publicly (including shareholders and investors) in part or in entirety under any circumstances.
184.108.40.206 Licensee may use information contained in the report for presentation, citation or publication only with written permission from the Licensor; except as provided in the order form.
220.127.116.11 Licensee may use information contained in the report for presentation, citation or publication only with written permission from the Licensor; except as provided in the order form.
3.4.5 Enterprise License
18.104.22.168 An enterprise license is for use by any and all subsidiaries of the purchasing parent company.
22.214.171.124 The usage rights are licensed to any and all members of the business conglomerate. Usage rights may not be transferred, sold or distributed outside of the business conglomerate.
126.96.36.199 An Enterprise license is delivered in PDF format. Hard copies may be requested at an additional charge
188.8.131.52 Licensee may share information from the report with other licensed parties.
184.108.40.206 Licensee may create individual electronic and / or print copies for distribution and sharing with other licensed parties in accordance with this agreement.
220.127.116.11 Licensee may use information contained in the report for presentation, citation or publication only with written permission from the Licensor.
4 Reimbursement Tracker
4.1 The Licensor carries on the business of providing market intelligence, monitoring and competitive insight, as well as tracking reimbursements for medical device and pharmaceutical companies around the world.
4.2 The Licensee has represented that the Licensee intends to use the Services from the Licensor to have access to timely reimbursement information and incorporate such information into the Licensee’s own reports and products.
4.3 NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged by each party herein, the parties hereby covenant and agree as follows:
18.104.22.168 Services – Reimbursement Tracking or any other services provided to the Subscriber as specified in Schedule A.
22.214.171.124 Subscription Fee – Agreed price for subscribing to the Services as specified in Schedule A.
126.96.36.199 Therapeutic Area – A logical categorization of medical devices and procedures based on common terminology.
188.8.131.52 Subsegment – A smaller grouping of medical devices and procedures that falls under a larger Therapeutic Area and more specifically referring to a group of keywords for Reimbursement Tracker.
184.108.40.206 Keywords – A set of chosen phrases, names, medical procedures, medical devices, product names and codes used to track policies within Reimbursement Tracker.
220.127.116.11 Licensor will provide the Services to the Subscriber as mentioned in Schedule A.
4.3.3 USAGE RIGHTS AND LICENSING OPTIONS – The Licensor grants to the Subscriber the following non-exclusive, corporate-wide, and non-transferable rights to the subscription Services.
18.104.22.168 The Licensor’s technology is always restricted by copyright protection and additional restrictions may be placed on their use at the discretion of the Licensor in agreement with the Subscriber. The Subscriber must ensure that the Services are used in an ethical and lawful manner and agrees to adhere to the restrictions in this Agreement.
22.214.171.124 Subscriber may use the Services in accordance with the Terms of this Agreement. The following licensing option is applicable based on the license(s) designated on the signed order form:
126.96.36.199.1 Corporate License
188.8.131.52.1.1 Usage rights are licensed for up to 5 users within the Subscriber’s company unless otherwise stated within the signed proposal. Additional licenses may be requested from the Licensor at an additional charge. Usage rights may not be transferred, sold or distributed to any business entity of a different name.
184.108.40.206.1.2 The Licensor will only deliver the Services to the person designated as Subscriber.
220.127.116.11.1.3 The Services under this corporate license agreement are delivered under the Reimbursement Tracker portal, a web-based subscription service provided by the Licensor, for a period of 12-months from the starting date of this Agreement.
18.104.22.168.1.4 The access to Reimbursement Tracker web-based portal by the Subscriber will expire following 12 calendar months from the date of this Agreement.
22.214.171.124.1.5 Upon reactivation within 6 months of expiration, the Licensor will provide access to the original customization at no additional fees. If any additional customizations are required, or if reactivation is beyond this time period, additional fees will apply.
126.96.36.199.1.6 The Licensor does not guarantee continued access to every policy currently tracked in Reimbursement Tracker due to reliance on infrastructure that is outside of the control of the Licensor.
188.8.131.52.2 Service Customization and Setup
184.108.40.206.2.1 Included in the initial service setup are 4 Subsegments per therapeutic area of subscription. Each Subsegment must consist of at least 1 keyword and a maximum of 15.
220.127.116.11.2.2 The Licensor is responsible for the initial setup of customization at a rate of 2 weeks per therapeutic area. This customization is subject to minor revisions based on feedback from the Licensee / Subscriber for the duration of the subscription.
18.104.22.168.2.3 The Licensee / Subscriber is responsible for providing keywords related to the policies they want to track. The Licensor will advise the Licensee on ways to improve the accuracy to which the keywords successfully track policies. The Licensor does not guarantee the ability to track every desired policy with the given keywords, and does not guarantee the exclusion of undesired policies.
5 Limitation of Use – Applicable to All License Options
5.1 Licensee / Subscriber does not have the right to inquire after or be informed on proprietary information including, but not limited to, specific sources of data collection. The Licensor’s research methodology is publicly available and included in every product. Individual sources of information are confidential and will not be disclosed to any purchasing party.
5.2 Licensee / Subscriber may not use or copy the Product except as defined by this Agreement. Licensee may not transfer the right of license in any way to any party not covered under the original license agreement. Permission to distribute the Product in whole or in part, or as part of a derivative work outside of the originally licensed party or parties is not granted by this Agreement and is specifically prohibited.
5.3 Licensee / Subscriber may not modify, adapt or translate the product in any way unless defined by this Agreement. The Licensee / Subscriber may not incorporate the Product into another product for commercial or non-profit distribution. Permission to prepare derivative works incorporating the product in whole or in part for use only by Licensee (for single license users) or by Licensee’s organization (for corporate or enterprise license holders) must be granted to the licensee in writing by the Licensor. Such derivative works may not be used or distributed, commercially or privately, outside of the Licensee’s organization; except as provided in the Order Form to which these terms are attached.
5.4 Licensee / Subscriber may not use the product in any way that could cause material financial harm to the Licensor or result in any potential loss in profit for the Licensor.
5.5 Licensee / Subscriber may not publicly cite and distribute information from the Product without express written permission from the Licensor.
6 Ownership and Copyright
6.1 Title, ownership right in and intellectual property rights to the Products and all copies thereof shall remain with the Licensor.
6.2 Licensee agrees
6.2.1 Not to remove any copyright notice from the Product(s)
6.2.2 To Reproduce all such notices on any authorized copies
6.2.3 To use best efforts to prevent any unauthorized copying of the Product(s).
7 Limited Warranty
7.1 The Licensor warrants that it has the right to enter into this Agreement, to distribute the Product(s) and to grant the rights herein to the Licensee and that the Product(s) is/are not in violation of any patent, copyright, trademark, trade secret or other proprietary right or contract right of any third party.
7.2 For reports purchased prior to their publication date, the Licensor does not warrant a specific completion or delivery date and orders may not be cancelled based on delivery date.
7.3 Anticipated publication dates given are estimates only and may be altered at any time. Best efforts will always be made to meet the needs of the Licensee, but orders may not be cancelled based on failure to meet an anticipated delivery date.
7.4 The Licensor makes no representation or warranty that its product(s) meet(s) the Licensee’s particular standards, requirements, or needs.
7.5 Once the Product has been delivered, the order cannot be cancelled for any reason, including but not limited to product dissatisfaction or timeliness. The Licensor reserves the exclusive right to terminate an agreement once an order has been signed, submitted and filled.
7.6 The Licensor specifically disclaims all other warranties, representation, or condition, express or implied, including but not limited to an implied warranty or condition of merchantability or fitness for a particular purpose. All other implied terms are excluded.
8 Limitation of Liability
8.1 The entire and exclusive liability and remedy shall be limited to replacement of physically defective media or documentation and shall not include or extend to any claim for or right to recover any other damages, including but not limited to, loss of profit, data, or special, incidental or consequential damages, punitive damages or other similar claims, even if the Licensor has been specifically advised of the possibility of such damages. In no event will the Licensor’s liability for any damages to Licensee or any third party ever exceed the original purchase amount of the Product.
8.2 No employee of the Licensor may be held publicly or personally liable for any Product content.
8.3 Provided that the content is only used in accordance with this agreement for any breach of the warranties set forth in Section 6.1 above, Licensor agrees, subject to the terms of this Section 7 and Section 6 above, to defend, indemnify and hold harmless Licensee, and each of Licensee’s respective officers, directors and employees, from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by Licensor of its warranty in Section 6.1 above. This indemnification does not apply to Licensee’s continued use of content following notice from Licensor that the content is subject to a claim of infringement of a third party’s right. This indemnification against third party claims for a breach of warranty is not subject to the limitations of Section 6.1 above.
9 Entire Agreement
9.1 This Agreement represents the complete agreement between the parties relating to this license for the Licensor’s Product(s) and supersedes all prior agreements, communications, proposals, and representations between the parties and prevails over any conflicting or additional terms of any quote, order, acknowledgment or similar communication. This agreement may be updated by the Licensor with the written agreement of the Licensee. Any modifications of this agreement by the Licensee must be agreed to and signed by the Licensor. Notwithstanding the foregoing, acceptance of a clickthrough license by Licensee shall not constitute a written modification of this Agreement, and the terms of this Agreement shall supersede any clickthrough license now or hereafter entered into by the parties.