By using this software, the User agrees to the following TERMS AND CONDITIONS APPLICABLE TO BRAT SOFTWARE Tool (VERSION beta 3.02) (US Law)
These terms and conditions (the “Terms”) apply to your download and use of the BRAT software (the “Product”) provided by the Centre for Innovation in Regulatory Science, LLC (CIRS) a division of Clarivate Analytics. In downloading and using the Product, you agree for yourself and/or on behalf of your organization (the “User”) 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:
“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;
2.1. CIRS grants User a limited, non-exclusive, non-transferable, worldwide license to use the Product, and to adapt or modify the Product, in each case for User’s internal business purposes only, subject to these terms and conditions.
2.2. Save as expressly permitted in clause 2.1, User shall not (a) offer for sale or resale the Product or otherwise make the Product available to any third party, (b) 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, (c) copy, adapt, translate, modify, reverse engineer, decompile, or disassemble the Product in any way, or (d) use the Product for any illegal or injurious purpose.
2.3. User 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. User uses the Product at his or its own risk. CIRS makes no warranty that the Product is free from errors or that errors in the Product will be corrected, or that the Product is free from viruses or malicious code. CIRS will not be liable for any losses suffered by User due to the presence of such errors, viruses or code. Client acknowledges that CIRS does not maintain, update, upgrade or provide support for the Product.
3.2. 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 the Product. 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 results generated by using the Product.
3.3. 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.
3.4. User acknowledges that CIRS makes the Product available free of charge. Accordingly, 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 $5,000 (five thousand dollars).
3.5. User 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 User where such liability would be excluded or limited under these Terms if such claims were made by User.
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. User 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.