Last Edited: December 24, 2010. Updated on June 18, 2011.
MASTER LICENSE AGREEMENT
This MASTER LICENSE AGREEMENT (“MLA”) is a legal agreement between PharmaXChange.info, and You (as defined below).
You desire to submit your Works to the PharmaXChange.info Author Network for publication by PharmaXChange.info, and PharmaXChange.info desires to publish your Works subject to the terms and conditions of this MLA and associated agreements.
NOW THEREFORE, in consideration of the mutual promises and covenants herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Definitions. In addition to the terms defined elsewhere in this MLA, the following terms shall have the meanings set forth below or as defined in the Terms of Service or Payment Policy:
a. “You” or “you” means any individual or entity identified in the Registration Data submitted by such person or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this MLA.
b. “PharmaXChange.info Author Network” or “PAN” means those websites owned and operated by PharmaXChange.info and that are branded as the “PharmaXChange.info Author Network” or “PAN”.
c. “IP Rights” means any and all forms of intellectual property rights and protections throughout the world, whether currently existing or hereafter developed or acquired and whether now known or hereafter recognized, including all right, title, and interest arising under United States or foreign common or statutory law in and to all: (i) patents and all filed, pending, or potential applications for patents, including any patent disclosure, reissue, reexamination, division, continuation, or continuation-in-part applications throughout the world now or hereafter filed; (ii) trade secret rights, know-how, technical information, rights in databases, rights to confidential or other proprietary information, and equivalent rights; (iii) copyrights, copyright registrations, design registrations and applications therefore, moral rights, other literary property, or authors’ rights, whether or not protected by copyright or as a mask work; (iv) rights of privacy, rights of publicity, and equivalent or related rights, and (v) proprietary indicia, trademarks, service marks, trade names, trade dress, logos, symbols, domain names, logos and/or brand names, and all goodwill associated therewith.
d. “Related Parties” means any owner, parent, partner, affiliate, subsidiary, supplier, subcontractor, shareholder, director, officer, hired or leased employee, or worker, agent, representative, or permitted assignee or successor of PharmaXChange.info, as the case may be and as context requires.
e. “Work(s)” means any technology, designs, articles, written expressions, materials, content, graphics, data, information, images, photographs, art, illustrations, animations, video, audio, or audio/visual work, music, text, and/or any works of authorship that You provide to PharmaXChange.info hereunder, whether or not eligible for patent, copyright, trademark, trade secret, or other legal protection.
2. License Grant. When you submit your Work to PharmaXChange.info via the PAN, You agree to the following License Grant. Such License Grant Type will not go into effect until PharmaXChange.info affirmatively and specifically accepts the Work to published on the website.
If You elect to submit a Work under this License Grant, the following shall apply: You represent that such Work has not previously been published in any form or on any medium prior to your submission of such Work to PharmaXChange.info. You hereby grant to PharmaXChange.info a worldwide, nonexclusive, perpetual, irrevocable, royalty-free (subject to Section 3(b) below), transferable right and license, and right of first publication, with right to sublicense, to reproduce, publicly display, perform, transmit, edit, modify, create derivatives works of, publish, exploit, use, and dispose of such Work (“Nonexclusive License”). You hereby agree and acknowledge that under the Nonexclusive License, PharmaXChange.info shall have and is hereby granted all rights to any revenue and income derived from its exercise of the Nonexclusive License. Additionally, in the event that You elect to allow a Work to be distributed, syndicated or sublicensed (in the submission process), in addition to the rights above, You hereby grant PharmaXChange.info the right to distribute, sell, sublicense, and dispose of such Work for any purpose and in all forms and all media whether now known or to become known in the future. Further, You hereby waive and agree never to assert any and all IP Rights You may have in or with respect to any such Work in connection with PharmaXChange.info’s authorized exercise of the Nonexclusive License, including without limitation any moral rights or other literary property or authors’ rights.
You agree and understand that due to site caching or other technological constraints that after you have deleted or removed your Work that your Work may nonetheless, in certain circumstances, continue to be displayed until the applicable site(s) has/have been re-cached or refreshed, and you agree that continued display of your Work under these circumstances will not constitute a breach by PharmaXChange.info or its sublicensees or partners.
3. Payment Policy. In consideration of the applicable License Grant granted by You hereunder, and provided You are an individual who is at least eighteen (18) years of age, PharmaXChange.info may pay to You the applicable fees as described below, subject to and in accordance with the terms and conditions of this MLA and the PharmaXChange.info Payment Policy :
UPDATE (18th June 2011) – With effect on this date onwards, PharmaXChange.info will not provide monetary payments for content. All content will be rewarded with non-monetary incentives such as certificates or t-shirts.
Upfront Payment: For Works submitted by you to PharmaXChange.info, PharmaXChange.info may, upon exercising its Option (as defined in the Payment Policy ), pay to You a one-time, upfront sum in the form of points which may be redeemed. The value of the points is subject to change without prior notice as mentioned in the Payment Policy. Also the amount of points allotted for the Work is subject to change without prior notice as mentioned in the Payment Policy.
4. Control and Review. By submitting a Work and granting a License Grant to PharmaXChange.info, You are granting PharmaXChange.info permission to upload and store such Work on PharmaXChange.info’s systems, networks, and servers (the “PharmaXChange.info Network”), in addition to other rights granted by you to PharmaXChange.info under such License Grant Type. You hereby agree and acknowledge that:
a. PharmaXChange.info may, but is not obligated to, exercise any or all of its rights under such License Grant Type. Without limiting the foregoing, PharmaXChange.info may, but is not obligated to, publish any Work and/or to pre-screen or review any Work prior to such publication.
b. Notwithstanding anything to the contrary contained herein, You agree and acknowledge that PharmaXChange.info (or its designees) may, at any time and in its sole discretion, refuse publication of or remove from the PharmaXChange.info Network or website or online property owned or operated by PharmaXChange.info any Work submitted by You (or on Your behalf), regardless of the License Grant under which such Work is licensed by You to PharmaXChange.info. You may not receive notice, written or otherwise, of such refusal or removal of your Work.
c. PharmaXChange.info is under no obligation of confidentiality with respect to any Work that You submit.
d. Notwithstanding anything contained herein, the PharmaXChange.info Network and the PAN Services are not an archive and PharmaXChange.info shall have no liability to You or any other person for any loss, damage, or destruction to Your Work or any other information submitted to or via the PharmaXChange.info Network or PAN Services. You shall be solely responsible for (i) uploading Your Work, and (ii) maintaining independent archival and backup copies of Your Works.
5. Further Cooperation. At the request of PharmaXChange.info or its counsel, and at no additional charge to PharmaXChange.info, You shall execute, acknowledge, and deliver any and all documents or instruments that PharmaXChange.info may determine necessary, in its reasonable discretion, to carry out the intent of this MLA and the License Grant Type granted; provided, however, this MLA and the License Grant Type granted shall be effective regardless of whether any such additional documents are executed. In the event PharmaXChange.info is unable for any reason, after reasonable effort, to secure Your signature on any document needed in connection with the actions or grants specified herein, You hereby irrevocably designate and appoint PharmaXChange.info and its duly authorized officers and agents as Your agent and attorney in fact, which appointment is coupled with an interest, to act for and in Your behalf to execute, verify, and file any such documents and to do all other lawfully permitted acts to further the purposes of this MLA and the License Grant Type with the same legal force and effect as if executed by You.
6. Term and License Termination.
a. Term. This MLA shall be effective upon Your checking of the box accepting the terms and conditions of PharmaXChange.info at the time of registration, and the License Grant granted by You to PharmaXChange.info hereunder shall continue in force and effect until terminated by operation of law or otherwise in accordance with the terms of this MLA.
b. Termination. With respect to any other License Type Grant granted by You to PharmaXChange.info herein, such grant shall be irrevocable and may not be terminated by You for any reason.
7. Representations and Warranties. You hereby represent, warrant, and covenant to PharmaXChange.info that:
a. To the extent that you are an individual granting any License Grant to PharmaXChange.info hereunder, You represent and warrant that You are over the age of eighteen (18).
b. To the extent that you are granting the License Grant to PharmaXChange.info hereunder on behalf of an entity (including but not limited to a corporation, partnership, or LLC), You represent and warrant that You are legally authorized to act on behalf of and legally bind such entity.
c. You shall at all times be in compliance with this MLA, the Terms of Service, Payment Policies, and PAN’s submission guidelines and shall use reasonable best efforts to ensure the Works submitted by You (or on Your behalf) are created in an ethical, diligent, and professional manner consistent with the highest industry standards and otherwise in accordance with the terms and conditions of this MLA.
d. You are the owner or the authorized licensee, with rights to sublicense, of all IP Rights relating to the Works submitted by You (or on Your behalf) and have full legal power and authority to enter into and perform this MLA in accordance with its terms, including the full right and power to grant to PharmaXChange.info the rights granted in such Works, as described herein, without the consent of any governmental body, any regulatory authority, or any third party. Without limiting the foregoing, to the extent that any materials, properties, and/or rights owned by or licensed from third parties (collectively, the “Third-Party Materials”) are included in such Works, You further represent, warrant, and covenant that you have, at Your sole cost and expense, obtained for the benefit of PharmaXChange.info and its licensees, any and all licenses and releases necessary for PharmaXChange.info to exercise the applicable License Grant Type granted by You hereunder, including the right to use, publish, reproduce, publicly distribute, perform, display, modify, and prepare derivative works of such Works, and sublicense the foregoing rights, as applicable.
e. The Works submitted by You (or on Your behalf), and PharmaXChange.info’s use thereof, do not and shall not violate or in any way infringe or otherwise contravene the rights of any person, entity, or estate, including any IP Rights, rights of privacy, or rights of publicity.
f. You shall not publish falsehoods or misrepresentations that could damage PharmaXChange.info or its Related Parties.
g. Your actions in connection with this MLA will not be in violation of any applicable law, rule, or regulation.
h. The Works submitted by You (or on Your behalf) shall not (i) contain any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, hateful, racially or ethnically offensive, or otherwise infringing or objectionable content or material of any kind, (ii) encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or that is otherwise inappropriate, or (iii) contain any advertisements or solicitations of business.
i. You have provided and will continue to provide true, accurate, and complete information to PharmaXChange.info in connection with the Works submitted by You (or on Your behalf), this MLA and Your Registration, including Your legal name, tax identification information, address, and other reasonable requested contact information.
j. You have not knowingly opened more than one profile with PharmaXChange.info through which You may receive payment from PharmaXChange.info in connection with this MLA (e.g., you may not have multiple PAN accounts associated with a single PayPal® account; this includes both the same person with multiple aliases, as well as two different persons sharing the same PayPal® account).
k. The execution, delivery, and performance of this MLA does not conflict with, constitute a breach of, or in any way violate any arrangement, understanding, or agreement to which You are a party or by which You are bound.
l. Works submitted by You (or on Your behalf) do not incorporate any “open source” or “freeware” software.
8. Indemnification; Limitation of Liability.
a. Indemnification. You shall defend, indemnify, and hold harmless PharmaXChange.info and its Related Parties, licensees, and customers (collectively, the “Indemnified Parties”) from and against all claims, demands, suits, losses, damages, costs, awards, judgments. and expenses (including the costs of investigation and defense and reasonable attorneys’ fees), regardless of the form of action, including, without limitation, those based on, arising out of, or relating to: (i) Your breach or alleged breach of any term, representation, warranty, or covenant contained in this MLA; (ii) any claim by a third party that a Work submitted by You (or on Your behalf), and/or PharmaXChange.info’s use thereof, infringes upon the IP Rights or other rights of such third party; and (iii) Your acts or omissions (including negligence or strict liability) related to the subject matter of this MLA, including, without limitation, any third-party claim or action based on, arising out of or relating to any Work(s) licensed hereunder. You shall promptly reimburse PharmaXChange.info and the Indemnified Parties for any liabilities incurred in connection with any such claims. PharmaXChange.info shall provide You with: (x) prompt written notification of any such claims (which may be in email form); (y) sole control and authority over the defense or settlement thereof; and (z) reasonable assistance necessary to settle and/or defend any such claim, at Your sole expense, provided that if any settlement requires any action or admission by, or would impose an unindemnified monetary obligation on, PharmaXChange.info or the Indemnified Parties, then the settlement will require PharmaXChange.info’s prior written consent. Failure by PharmaXChange.info to provide prompt notice of a claim or to provide such control and authority or information and assistance, shall not relieve You of Your obligations under this Section, except to the extent that You are materially prejudiced by such failure in Your defense of such claim. PharmaXChange.info may have its own counsel present at and participating in all proceedings or negotiations relating to such claim, at PharmaXChange.info’s own expense, unless You fail or refuse to secure legal counsel to defend any such claim in a timely manner, in which case the expense of PharmaXChange.info’s counsel shall be borne by You.
b. Limitations of Liability.
(i) COMMUNICATIONS DECENCY ACT. PHARMAXCHANGE.INFO IS A PROVIDER OF INTERACTIVE COMPUTER SERVICES, SUBJECT TO THE PROTECTIONS, IMMUNITIES, AND LIMITATIONS OF LIABILITY AFFORDED BY THE COMMUNICATIONS DECENCY ACT (47 U.S.C. 223 et seq.) AND OTHER APPLICABLE LAWS.
(ii) DIGITAL MILLENNIUM COPYRIGHT ACT. PHARMAXCHANGE.INFO IS AN INTERACTIVE SERVICES PROVIDER, SUBJECT TO THE PROTECTIONS , IMMUNITIES, AND LIMITATIONS OF LIABILITY AFFORDED BY THE DIGITAL MILLENNIUM COPYRIGHT ACT (17 U.S.C. 512 et seq.) AND OTHER APPLICABLE LAWS.
(iii) IN NO CASE SHALL PHARMAXCHANGE.INFO OR ITS RELATED PARTIES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THIS MLA (INCLUDING LOSS OF PROFIT, USE, OR OTHER ECONOMIC ADVANTAGE), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTES, OR ANY OTHER LEGAL THEORY. PHARMAXCHANGE.INFO’S AND ITS RELATED PARTIES’ TOTAL LIABILITY BASED UPON, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS MLA, SHALL IN NO CASE EXCEED, IN THE AGGREGATE, THE GREATER OF (I) THE AGREED UPON AMOUNTS PAID OR PAYABLE TO YOU UNDER THIS MLA, OR (II) TEN DOLLARS (U.S. $10.00). YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS REFLECT A FAIR ALLOCATION OF RISK AND THAT PHARMAXCHANGE.INFO WOULD NOT ENTER INTO THIS MLA WITHOUT THESE LIMITATIONS ON ITS LIABILITY, AND YOU AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, THE PARTIES AGREE THAT THE LIABILITY OF PHARMAXCHANGE.INFO AND ITS RELATED PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
9. Notices. Except as otherwise expressly provided herein, any notice, request, approval, authorization, consent, demand, or other communication required or permitted to be given or made pursuant to this MLA shall be in writing and shall be deemed given on the earliest of (a) actual receipt, irrespective of the method of delivery which may include email, (b) on the delivery day following dispatch if sent by express mail (or similar next-day air courier service), or (c) on the sixth (6th) day after mailing by registered or certified United States mail, return-receipt requested, postage prepaid, and addressed to the last address provided by a party.
If to PharmaXChange.info, all notices shall be sent to:
administrator@pharmaxchange.info
If to you, notices shall be sent to email address, as applicable, specified by you in your Registration Data.
10. Entire Agreement; Amendment; Headings and Language.
a. This MLA and the documents referenced herein contain the complete agreement and understanding between the parties with respect to the subject matter hereof and supersedes any prior agreements or understandings, written or oral. PharmaXChange.info strongly recommends that prior to accepting the terms of this MLA, You print and keep a copy of this MLA (including all documents referenced herein) for Your records. This MLA may be amended or modified at any time by PharmaXChange.info, provided that such amendment or modification is in writing and is signed or electronically acknowledged/accepted and confirmed by “click-through” by You. In the event that any of the terms or provisions of this MLA conflict with those terms or provisions in the TOS or Payment Policy, the terms or provisions of this MLA will prevail.
b. The headings of sections and subsections herein are intended for convenience only and they will not be of any effect in construing the contents of the respective sections and subsections. This MLA will be construed and interpreted fairly, in accordance with the plain meaning of its terms and there will be no presumption or inference against the party drafting this MLA in construing or interpreting the provisions hereof. In addition, no prior draft of this MLA or any provision contained therein will be used when interpreting this MLA or any of its provisions. The term “including” is a term of enlargement and not a term denoting exclusivity; wherever “including” is used in this Agreement, it is meant as an illustrative application of the general principle and means “including without limitation.”
11. Severability; Waivers. If any provision of the MLA shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the parties hereby authorize the court to modify such provision to the minimum extent necessary to effectuate the parties’ intentions and the remaining provisions shall remain in full force and effect. No term or condition of this MLA shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision of this MLA, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought.
12. Successors and Assigns. PharmaXChange.info may transfer or assign this MLA or any of its rights or obligations hereunder. Notwithstanding anything herein to the contrary, You shall not assign, transfer, or subcontract this MLA (whether by operation of law or otherwise) or any of Your rights or obligations under this MLA, without the prior written consent of PharmaXChange.info; provided, however, that in the event of your death, and subject to the terms of the TOS and at PharmaXChange.info’s sole reasonable discretion, PharmaXChange.info may effect assignment of your PAN account to your designated heir(s). Any attempted assignment or transfer in violation of the foregoing will be void. This MLA shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.
13. Governing Law. This MLA shall be subject to and governed by the laws as mentioned in the terms and conditions of PharmaXChange.info
14. Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters, or any other reason where failure to perform is beyond the control of, and not caused by, the nonperforming party.
15. Cumulative Remedies. In addition to any remedies provided in this MLA, the parties shall have all remedies provided at law or in equity. The rights and remedies provided in this MLA or otherwise under law shall be cumulative and the exercise of any particular right or remedy shall not preclude the exercise of any other rights or remedies in addition to, or as an alternative of, such right or remedy, except as expressly provided otherwise in this MLA.
16. Third-Party Beneficiaries. Nothing in this MLA is intended to confer any rights or remedies on any persons other than the parties to it. This MLA shall not be construed to relieve or discharge any obligations or liabilities of third persons, nor shall it be construed to give third persons any right of subrogation or action over against any party to this MLA.
17. PharmaXChange.info Email. Subject to applicable law, You hereby acknowledge that acceptance of email from PharmaXChange.info is essential to the proper operation of the program described herein and each party’s respective performance obligations hereunder, and that from time to time, PharmaXChange.info may send to You the following communications: Option exercise notices, PayPal® payment notices, tax or other legal compliance forms/notices, inquiries regarding submitted Works or Your Registration/account, and/or other notices regarding administration of this MLA (collectively, “PharmaXChange.info Email”). Accordingly, subject to applicable law, You hereby agree to accept, and to not block or otherwise reject, PharmaXChange.info Email. PharmaXChange.info bears no responsibility for any damage, loss, or liability resulting from your failure to respond to such email, whether due to your lack of Internet access, to a spam filter, or inaccuracies in your email address.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS MLA AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT PHARMAXCHANGE.INFO MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) ACCEPT WORKS FROM OTHERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS MLA. YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS MLA.
Administrator of PharmaXChange.info