TC grants the Member a non-exclusive right to use and download as specified by TC from time to time the Software on hardware and operating software considered suitable by TC (the "Licence"). The Member waives all rights in the results generated by THINK and acknowledges that Find-a-Drug.com and sponsoring organisations will benefit from the use of THINK on the Member's hardware. The Customer shall not permit any other third party to use, copy or benefit from the Software. Title, copyright and other rights in the Software and Documentation remain the property of TC.
TC will endeavour to provide responses to e-mailed queries, monitor selected discussion board forum(s) and maintain a list of Frequently Asked Questions. Both parties acknowledge that response to support queries may be slow if TC is overwhelmed. The Member shall not e-mail queries without first checking the Frequently Asked Questions on the web-site www.Find-a-Drug.com
TC warrants that (a) it has used and will continue to use reasonable care in writing the Software and providing services and that (b) the Software conforms to its documentation and published specifications and (c) that it does not infringe the rights of third parties. TC will incorporate changes to meet warranty obligations in new versions in a reasonable period of time. The nature of the Software is such that there are computational and technical limitations of the algorithms and minor errors in their implementations for which TC does not accept liability.
The Member will supply certain information to TC in order to run THINK on their hardware. TC shall not reveal this information to any third party or use it for any other purpose. Furthermore, TC shall not gather any other information nor access the Member's files on the hardware.
The Member acknowledges that the Software will download data from the Find-a-Drug server on the Internet and after processing that data upload the results. The Member shall not nor allow a third party to interfere with this processing. Any attempt to reverse engineer; crack the encryption; record or modify the results; add, delete or modify files on the Find-a-Drug.com server shall be considered serious interference. TC may download new versions of part or all of the Software automatically from the Find-a-Drug server.
The Member indemnifies TC against third party claims, liabilities, costs or damages arising out the Members deliberate misuse of the Software or breach of this Agreement including interference with processing by the Software.
TC shall not be liable for any loss to the Member consequent upon or arising out of the use, misuse, inability to use, fault or error in the Software, reasonable delay, action or omission by TC. TC shall not be liable for the consequences of loading viruses or third party software on to the Member's hardware as a result of the actions or omission of the Member or a third party.
This Agreement may be terminated immediately by either party in the event of a material breach of the terms of this Agreement by the other party that is not remedied within a reasonable period of not less than 1 month after being requested to do so. The Customer may also terminate this Agreement at any time. TC may give 1 month notice of terminating this Agreement by e-mail or a notice on the web-site www.Find-a-Drug.com. On termination of this Agreement the Customer shall cease to use the Software and delete all copies of the Software but indemnification obligations will survive.
This Agreement constitutes the entire agreement between the parties concerning the licensing of this Software and supersedes all prior communications. This Agreement may only be modified by written agreement signed on behalf of both parties. Neither party may assign part or all of this Agreement.
This Agreement shall be construed and governed by English Law administered by the Courts in England. If any provision shall be deemed to be invalid, illegal or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. This Agreement takes precedence over any provisions, terms or conditions implied by national and international trading agreements or practices or regulations.