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MIMS End User Licence Agreement IMPORTANT - CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY INSTALLING, DOWNLOADING OR ACCESSING OR OTHERWISE USING THE DATABASE WITHIN THE SOFTWARE YOU ("LICENSEE") AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT DO NOT INSTALL OR USE THE DATABASE OR ANY UPGRADE OR SUPPLEMENT TO THE DATABASE. ONCE THE DATABASE HAS BEEN INSTALLED, ANY PERSON SUBSEQUENTLY OPENING OR USING THE DATABASE WILL BE DEEMED TO BE A USER AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. 1. LICENCE 1.1 MIMS grants to You and You accept, a nontransferable and non-exclusive licence to use the Database within the Product in the Territory, subject to the terms of this Agreement and the following conditions: (a) You may only copy the Database within the Product into a machine readable form for backup purposes only (but for no other purpose) in support of Your use of the Product. MIMS, however, may include mechanisms to limit or inhibit such copying; and (b) You may not: alter, merge, modify or adapt the Database within the Product in any way, including but not limited to disassembling or decompiling; loan, rent, lease or license the Database or transfer the Database or any copy, in whole or in part, in any way, including but not limited to disassembling or decompiling, except as expressly provided for in this license, (collectively the MIMS Licence). 2. TERMINATION 2.1 MIMS has the right to immediately terminate Your MIMS Licence if: (a) the Vendor is in breach of any of its obligations to MIMS, and that breach has not been remedied to the satisfaction of MIMS within the requisite time period; (b) the Customer is in breach of any of its obligations to MIMS, and that breach has not been remedied to the satisfaction of MIMS within the requisite time period; or (c) You fail to comply with any term of this Agreement. 3.1 MIMS warrants that: (a) except as specifically provided herein, except for any condition or warranty the exclusion of which could be void or otherwise contravene any applicable law (Non Excludable Condition) MIMS makes no warranty or representation, either express or implied, with respect to the Database or other goods or services it supplies; (b) except for any Non Excludable Condition, MIMS excludes all liability for the breach of any warranty or condition of any kind in respect of the Database or other goods or services it supplies; and (c) where legislation implies into this Agreement any Non Excludable Condition, MIMS’s liability for any breach of such Non Excludable Condition will be limited at MIMS’s sole discretion to one or more of the following: (i) in the case of goods, any one or more of the following: (A) the replacement of the goods or the supply of equivalent goods; (B) the repair of the goods; (C) the payment of the cost of replacing the goods or of acquiring equivalent goods; (D) the payment of the cost of having the goods repaired; or (ii) in the case of services: (A) the supplying of the services again; or (B) the payment of the cost of having the services supplied again. 4. LIMITATION OF LIABILITY 4.1 To the fullest extent allowed under any applicable law except for liability for any Non Excludable Condition: (a) in no event will MIMS be liable for any indirect loss, consequential loss, loss of profits, loss of revenue, loss of goodwill, exemplary damages, punitive damages or special damages in connection with or arising out of use of the Database, the accuracy of the data contained in the Database, any breach of this Agreement and any negligence in MIMS performing its obligations under this Agreement; and (b) in no event will MIMS’s liability to You for any claim or damage arising out of or in connection with this Agreement exceed $10,000. 5. INTELLECTUAL PROPERTY 5.1 All Intellectual Property Rights and other proprietary rights in or related to the Database are and will remain MIMS’s exclusive property, whether or not specifically recognised or perfected under local applicable law and You must not take any action that jeopardises MIMS’s proprietary rights. 5.2 Subject to this Agreement no licence, right or interest in any MIMS trade-marks, service marks or trade names is granted to You under this Agreement. If an action is brought against You claiming that the Database infringes the Intellectual Property Rights of a third party, MIMS will, at its expense, defend or, at its option, settle the action and, subject to this clause 5, indemnify You against any loss, cost or expense (including reasonable legal fees and expenses), demand or liability, whether direct or indirect, arising out of any such claim, but only if: (a) You notify MIMS promptly of any infringement, suspected infringement or alleged infringement; (b) MIMS has sole control over the defence of the claim and any (c) You make no admission of liability, do not incur any legal expenses in connection with the claim except as would be reasonable in the circumstances, or agree to any compromise or settlement without MIMS’s prior written consent, and take no other action that is contrary to MIMS’s interests; and (d) You provide MIMS with all available information and assistance as MIMS may reasonably require in respect of any proceedings. 5.3 If a claim described above has been asserted, MIMS will, at MIMS’s sole option and expense: (a) procure the right for You to continue using the Database; or (b) replace or modify the Database to eliminate the infringement while providing functionally equivalent performance; or (c) accept the return of the Database and refund You such proportion of the fees actually paid by You to MIMS for such Database (where appropriate), which represent the period for which You have not had use of the Database. 5.4 MIMS will have no obligation to defend and indemnify You in respect of any claims that the Database infringes the Intellectual Property Rights of a third party, to the extent that a claim results from: (a) a correction to or modification of the Database not provided by MIMS; (b) use of the Database other than in accordance with the relevant documents or this Agreement; (c) use of an out of date edition of the Database; or (d) use of the Database in conjunction with other products that are not owned by MIMS (other than as contemplated by this Agreement). 5.5 To the full extent permitted by any applicable law, the remedies contained in this section constitute Your sole and exclusive remedies and MIMS’s entire liability under this Agreement with respect to infringement of third party Intellectual Property Rights. 6. INDEMNITY FROM YOU 6.1 You agree to indemnify, defend and hold MIMS harmless against any claims, liabilities, proceedings, costs, losses, expenses or damages incurred by MIMS in connection with Your use of the Database (including, without limitation, any use by You of an out of date edition of the Database or use of the Database outside the Territory) that is in breach of this Agreement or any other negligent or wrongful act or omission by You. 7. DATABASE 7.1 The Intellectual Property Rights in the Database is MIMS’s and may only be used by You in accordance with this Agreement. Apart from any fair dealing for the purposes of private study, research, criticism or review as permitted under any applicable law, no part may be reproduced by any process or stored in or transmitted by any retrieval system without MIMS’s prior written permission (save as provided for in clause 1.1(a)). 7.2 The Database provides to You (a) information on the most commonly prescribed medicines in the Territory, such information having been produced by MIMS’s review of prescribing information and product packaging that has been approved by the Agency (where appropriate); (b) such information having been produced by the review of published primary and secondary medicine literature; and (c) abbreviated information on medicines available in the Territory, such information having been produced by the review of third party data sources, including the approved product information. 7.3 In each case, any omissions are due to the necessary information not being available to MIMS at the time of publication. Although every effort has been made in compiling and checking the information in the Database to ensure that it is accurate, the authors and MIMS and MIMS’s servants and agents shall not be responsible for the continued currency of the information or for any errors, omissions or inaccuracies in the Database, the information or the Intended Results from using the Database, whether arising from negligence or otherwise, howsoever or for any consequences arising there from. 7.4 The selection of a therapy based on the information contained in the Database and the Intended Results is Your responsibility and to the fullest extent permitted by law MIMS accepts no liability whatsoever for the clinical decisions taken by You. Use of the Database does not replace the professional judgement of a medical practitioner. Liability for clinical decisions is the sole responsibility of the medical practitioner in charge of the treatment. The Database within the Product must only be used on condition that You and any medical practitioner using information in the Database verify any information contained in the Database to the information contained in the corresponding pharmaceutical products specifications. 7.5 The Database includes information provided by third parties. This information is identified with the name of the source and has been chosen for publication because MIMS believes it to be reliable. The Database may also contain links to Internet sites maintained by third parties over which MIMS has no control, nor does MIMS have full knowledge of the content of such sites. To the extent permitted by law, MIMS, its employees and agents accept no liability (including negligence) for any injury, loss or damage caused by the reliance on any part of this third party information. 7.6 MIMS does not warrant that the functions contained in the Database within the Product will meet Your requirements or that the operation of the Database will be uninterrupted or error free. To the extent permitted by law, the warranties and remedies set forth herein are exclusive and in lieu of all others, oral or written, expressed or implied. 8. CONFIDENTIAL INFORMATION 8.1 You agree that unless authorised by MIMS in writing You must: (a) not disclose any Confidential Information to any other person other than You and Your employees, officers, consultants or related bodies corporate who need to know the Confidential Information for the purposes of You performing Your obligations under this Agreement, and who agree to observe the terms of this clause 8, provided that You will be responsible for any breach of this Agreement by You and Your employees, officers, consultants or related bodies corporate; (b) not make use of any Confidential Information for any purpose other than for the purpose of performing its obligations under this Agreement; and (c) keep the Confidential Information secure and protect it from unauthorised use, reproduction, access and damage or destruction. 8.2 Unless otherwise agreed in writing, on the termination of this Agreement or upon written notice by MIMS, all Confidential Information whether in hard copy or electronic form will be returned to MIMS or destroyed (at the MIMS’s option) as soon as reasonably practicable and in any event within 7 days of the date of such termination or notice and certify by a letter signed by You or Your director or other authorised officer that You have unconditionally complied with Your obligations under this clause. 8.3 In the event of a breach or threatened breach of the terms of this clause 8 by You, MIMS is entitled to an injunction restraining You from committing any breach of this clause 8 without showing or proving any actual damage sustained by You and that the obtaining of an injunction is without prejudice to the rights of MIMS to seek damages for loss suffered as a result of a breach of this clause 8 by You. 8.4 Notwithstanding any other clause of this Agreement, You accept full responsibility for the security of the copy of the Database within the Product You shall allow MIMS or MIMS’s auditors or other persons duly authorised by MIMS access to the copy of the Database provided to You during Your business hours, upon receipt of reasonable notice from MIMS. 8.5 You acknowledge and agree that in respect of this Agreement You will comply with all applicable data protection and privacy laws and regulations. 8.6 You will use the same degree of care, but no less than a reasonable degree of care, as You use with respect to Your own similar information to protect the Confidential Information and to prevent any use of Confidential Information not authorised in this Agreement, dissemination of the Confidential Information to any employee, director, agent or sub contractor of You, communication of the Confidential Information to any third party, or publication of the Confidential Information. 9. GENERAL 9.1 You may not assign or transfer this Agreement. 9.2 Notwithstanding that any provision of this Agreement may prove to be illegal or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect. 9.3 A person or entity, other than MIMS or You, who is not a party to this Agreement, shall have no right to enforce any term of this Agreement. 9.4 You acknowledge that You have read this Agreement and understood and agree to be bound by its terms and conditions prior to You using the Database and You warrant that You comply with the provisions of this Agreement. You further agree that it is the complete and exclusive statement of the Agreement between You and MIMS, which supersedes any proposal or prior agreement, oral or written, and any other communication between You and MIMS relating to the subject matter of this Agreement. 9.5 This Agreement is government by the laws of Singapore. 10. DICTIONARY Agency means the relevant drug regulatory agency in the Territory. Agreement means this document and any annexure, schedule or modification made to it. Confidential Information means information concerning any documentation, trade secrets, processes, data and know how, software, records, drawings, graphs, formulae, program files, flowcharts, samples, techniques, source and object code, standards, specifications, improvements, inventions, techniques, customer information, accounting data, statistical data, research projects, development and marketing plans, strategies, forecasts, computer programs, and customer lists, electronic data and any other means by which the information may be stored or reproduced which is, or which You ought to have known is confidential or proprietary in nature to MIMS. Confidential Information includes the Database and Documentation. Customer means the entity licensed to give You access to use the Product. Database means the data developed by MIMS as updated, upgraded or modified from time to time and included in the Product. Documentation means the documentation relating to the use of the Product and the Database. Intellectual Property Rights means all rights, whether registered or unregistered in any patent, trade mark, trade name, business name, company. MIMS Integrated disclaimer and MIMS third party information notice Copyright 2016 - MIMS This database is copyright. Apart from any fair dealing for the purpose of private study, research, criticism or review as permitted under the Copyrigt Ac, no part y be reproduced by any process without written permission.Enquiries should be addressed to the MIMS. Disclaimer The MIMS editorial matter published herein is independently prepared by the MIMS professional editorial staff and is based on medical literature and approved official reference sources. Although great effort has been made in compiling and checking the information contained in MIMS to ensure that it is accurate, the publisher, authors, editors and their servants or agents shall not be responsible or in any way liable for the continued currency of the information or for any errors, omissions or inaccuracies in this database whether arising from negligence or otherwise howsoever, or for any consequences arising therefrom. The inclusion or exclusion of any product does not mean that the publisher advocates or rejects its use either generally or in any particular field or fields. Full prescribing information on products listed herein can be obtained by reference to the corresponding MIMS ANNUAL and www.mims.com, or from the manufacturer or distributor on request. The information contained within should not be relied upon solely for final treatment decisions. The publisher, authors and editors also expressly disclaim any and all liability to any person whosoever in respect of any loss, damage, death, personal injury or other consequences whatsoever, howsoever caused or arising, suffered by any such person by their use of or reliance upon, in any way, the information contained in this MIMS database.