Last updated: 1st September 2009
All content copyright © 1998-2013 Medical Device Licensing
All rights reserved
These terms and conditions ("Subscriber Terms") apply in addition to those terms and conditions applying to Users. For the avoidance of doubt, all Subscribers are also deemed to be Users. A copy of the User terms can be found here:- Terms and Conditions for Users
This legal notice applies to any subscriber to the Partner Search, Profiling and/or Pharmalicensing Intelligence Services provided by Medical Device Licensing ("MDL") ("Subscriber") identified on the order confirmation form ("Form"), the entire contents of the web site under the domain name medicaldevicelicensing.com ("Site") and to any correspondence by e-mail between MDL and any Subscriber (as defined above). Please read these terms and conditions carefully before using the Site. Use of the Site as a Subscriber indicates that you accept these terms and conditions. If you do not accept these terms and conditions please do not use the Site as a Subscriber.
MDL warrants that it will use all reasonable care and skill in carrying out its obligations under these Terms & Conditions. All other conditions, warranties and obligations implied by statute, common law or otherwise are excluded to the maximum extent permissible by law. The Subscriber assumes full responsibility for all risks arising from the correct use by MDL of the Subscriber Content as provided by the Subscriber and as such, MDL shall have no liability to the Subscriber for loss, damage or expense incurred by the Subscriber, to have resulted from the Subscriber placing incorrect or inappropriate content on the Site.
3.1 MDL expressly reserves the right to terminate forthwith and without notice provision of the service to the Subscriber if MDL suspects that any material stored or disseminated by the Subscriber through the Site
(a) is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
(b) for which the Subscriber has not obtained all necessary licences and/or approvals; or
(c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or
(d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
MDL reserves the right at all times to inspect the material and if it is found to be in contravention thereof to remove the material from the Subscriber's account, to remove all or part of the Subscriber's Content from the Site, and/or suspend part or all of the service and/or terminate the service immediately without any further obligation to the Subscriber.
3.2 Without prejudice to its rights under paragraph 3.1 above, MDL shall further be entitled to immediately terminate the service and remove all or part of the Subscriber's Content forthwith and without notice in the event that:
(a) the Subscriber is in breach of the service including these terms and conditions and if capable of remedy fails to remedy them within thirty days of receipt of notice in writing or by e-mail from MDL requiring them to do so, or
(b) the Subscriber becomes insolvent and unable to pay its debts, bankrupt or placed in the hands of a receiver or administrator or wound up (other than for a solvent reconstruction).
3.3 The Subscriber is entitled to remove any or all information but will remain liable to pay MDL all sums accrued due on or prior to the date of termination and in particular MDL will have no obligation to reimburse all or part of the sums paid in advance by the Subscriber unless MDL is in material breach of these Terms and Conditions.
3.4 Refunds may only be given at the discretion of MDL.
By ordering services from MDL, the Subscriber accepts the Terms & Conditions as here outlined. In the case of any violation of these Terms & Conditions, MDL reserves the right to seek all remedies available by law and in equity for such violations.
5.1 Confidential information means any information or data disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") with respect to the scope, which (1) if in tangible form or other media that can be converted to readable form is clearly marked as proprietary, confidential or private when disclosed, or (2) if oral or visual, is identified as proprietary, confidential, or private when disclosed. Confidential Information may include any and all proprietary information, whether of a technical, business or other nature including without limitation, processes, algorithms, apparatus, equipment, formulae, data, software, technology, know-how, designs, inventions, experimental work, development, details and specifications, and/or trade and business secrets, sales, and financial information. Confidential Information shall not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party; (iv) is obtained by the Receiving Party from a 3rd Party without a breach of such 3rd Party's obligations of confidentiality; (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (vi) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
5.2 Both Parties agree not to divulge Confidential Information, to any 3rd Party, unless the other Party agrees otherwise in writing. Additionally, neither Party shall use any Confidential Information of the other Party for any purpose other than for the purpose of fulfilling its obligations under the service.
5.3 MDL represents and warrants that it has established appropriate internal procedures for protecting the Confidential Information of the Subscriber including, without limitation, restrictions on disclosure of such information to employees and other persons who may be engaged in rendering services to any person, firm or entity which may be a direct competitor of the Subscriber.
6. LAW AND JURISDICTION
6.1 If a non US company, these terms contained herein shall be governed by and be construed in accordance with English law. The parties agree that the Courts of England & Wales shall have exclusive jurisdiction to settle any dispute that may arise out of or in connection with these terms.
6.2 If a US company, these terms contained herein shall be governed by and be construed in accordance with the laws of the State of Florida, United States of America. The parties agree that the state and federal courts located in the State of Florida shall exclusive jurisdiction over any claim or dispute concerning or arising out these terms, with venue being located in Hillsborough County, Florida. And the Parties hereby irrevocably consent to the exclusive jurisdiction of such courts and irrevocably waive any claim of inconvenient forum.
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