TERMS AND CONDITIONS APPLICABLE TO THE CIRS REGULATORY AND REIMBURSEMENT ATLAS (US Law)

These terms and conditions (the “Terms”) apply to your download and use of the CIRS Regulatory and Reimbursement Atlas (the “Product”) provided by the Centre for Innovation in Regulatory Science Limited, an independent subsidiary company forming part of Clarivate Analytics (“CIRS”). In purchasing and using the Product, you agree for yourself and/or on behalf of your organization (the “Client”) (as applicable) to enter into a legally binding agreement with CIRS and to be bound by the terms and conditions (the “Terms”) set out here.

1. DEFINITIONS AND INTERPRETATION

1.1. In these Terms, the following capitalized terms have the following meanings:

“Content” means any data, metadata, metrics, charts, graphs, literature or other content in any form that is contained within, or provided alongside, a Product;

“End User” means an individual user authorized to access the Product within the scope of the License Level;

“Fees” means the fees payable by Client for the Product, as set out on the Website on the date on which Client purchases the Product;

“Intellectual Property Rights” means all patents, copyrights, design rights, database rights, trademarks, service marks, trade secrets, rights in know-how and Confidential Information, image rights, moral rights and any other intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;

“License Level” means in relation to web-based versions of the Product, a license for a specified number of individuals to access the Product, as selected by Client at the time of purchase of the Product

“Third Party Supplier” means a third party supplier of content, software or technology; and

“Website” means the website at www.CIRS-Atlas.org.

2. LICENSE

2.1. CIRS grants Client a limited, non-exclusive, non-transferable, worldwide license for End Users to access and use the Product for Client’s internal business purposes and to distribute insubstantial portions of Content to third parties as incidental samples for illustrative or demonstration purposes only, subject to these Terms. For the purposes of these Terms, an “insubstantial portion” is an amount of Content which: (i) has no independent commercial value; and (ii) cannot be used by the recipient as a substitute for any product or service provided by CIRS or its affiliates

2.2. Neither Client nor End Users shall (a) offer for sale or resale the Product or otherwise make the Product available to any third party, (b) distribute Content contained in the Product to any third party, save as expressly permitted under these Terms, (c) use the Product in order to develop products and/or services that could be deemed to compete with the business of CIRS or its affiliates, or (d) reproduce the Product other than to the extent required for the proper enjoyment of the Product within the scope of the license rights and restrictions set out in these Terms.

2.3. In each instance where any portion of the Product or the Content is reproduced, Client shall ensure that End Users include the following notice where the Content is reproduced: “This material is reproduced under a license from CIRS, an independent subsidiary company forming part of Clarivate Analytics. You may not copy or re-distribute this material in whole or in part without the written consent of CIRS.

2.4. Client acknowledges that all Intellectual Property Rights in the Product are owned by CIRS or its third party suppliers. Save as expressly set out in these Terms, CIRS neither assigns any Intellectual Property Rights, nor grants any licenses or rights in respect of such Intellectual Property Rights.

3. DISCLAIMER AND EXCLUSION AND LIMITATION OF LIABILITY

3.1. All warranties, terms and conditions, whether implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law, including warranties of merchantability and fitness for a particular purpose. CIRS makes no warranty or representation as to the accuracy, timeliness, completeness or correctness of any Product or as to any Product being error free, or that all errors in a Product will be corrected. User acknowledges that the Product is for information and analysis assistance only and that no regulatory, corporate, financial or other decisions should be based on the Content contained in the Product.

3.2. CIRS will not be liable in contract, tort (including negligence) or otherwise for any indirect, special, punitive or consequential loss or damage (“indirect losses”) arising out of or in connection with these Terms and/or the Product however such indirect losses may arise, even if it had been advised of the possibility of such indirect losses.

3.3. CIRS’s liability, whether in contract, tort (including negligence) or otherwise, and in relation to the Product or otherwise, will, in respect of any incident, or series of connected incidents be limited to an amount equal to the Fees.

3.4. Client shall indemnify and hold harmless CIRS and its affiliates in respect of any liability suffered by CIRS or its affiliates as a result of a claim made against CIRS or its affiliates by any affiliate of Client where such liability would be excluded or limited under these Terms if such claims were made by Client.

4. GENERAL

4.1. Failure or delay by either party in exercising any right or power hereunder will not constitute a waiver of such right or power unless otherwise agreed in writing.

4.2. Client shall not assign, sub-license or delegate any of its rights or obligations under these Terms without the prior written consent of CIRS. CIRS may sub-contract or transfer all or any of its rights or obligations under these Terms to any third party. Any assignment, sub-licensing or delegation in breach of this clause 4.2 shall be null and void.

4.3. These Terms contain the entire agreement of the parties as to its subject matter and supersedes any and all prior written or oral agreements and understandings in relation thereto.

4.4. These Terms will be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles governing conflicts of law.