Terms of use governing the Use of AgbioInvestor’s ‘PharmaChem Investor’ subscription service

• Introduction
  • In these Terms, the following words and phrases have the following expressions:

“Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and “Controlled” and “Controls” shall be construed accordingly;

‘Data Protection Legislation’ means, (i) the General Data Protection Regulation (Regulation (EU) 2016/679) and any applicable national implementing laws; (ii) the Data Protection Act 2018 to the extent it relates to the processing of personal data and privacy; and (iii) any other law in force from time to time with regards to the processing of personal data and privacy, which may apply to Licensor in respect of its activities under these Terms;

‘End User’ means the person who submits an Order (i) for a free trial of the Product and/or (ii) a subscription for the Product via the Websites;

‘Licence Agreement’ means these Terms together with the accepted Order;

‘Licence Fee’ means the fees payable to access and use the Product;

‘Licence Period’ means the initial period of time specified in the Order during which the Product shall be made available to Licensor and if no period is specified one year (the ‘Initial Licence Period‘) and any extension of such period in terms of clause 3.4;

‘Licensor’ means Phil Mac Associates LLP t/a AgbioInvestor, a limited liability partnership registered in Scotland under number SO306534 whose registered office is C/O Johnston Carmichael, 7-11 Melville Street, Edinburgh, Scotland, EH3 7PE;

‘Materials’ means all publications, information, databases, data, channel based data, and other intellectual property which is included or within the Product from time to time;

‘Order’ means an order to purchase a paid subscription or obtain a free trial to use the Product submitted by the End User through any of the Websites;

‘Permitted Recipient’ means: (i) the End User’s employer; or (ii) a subsidiary of End User’s employer which is directly Controlled by the End User’s employer; or (iii) a holding company of End User’s employer which directly Controls End User’s employer;

‘Personal Data’ has the meaning given in Data Protection Legislation;

‘Product’ means the ‘PharmaChem Investor’ service owned and made available by the Licensor;

‘Stripe’ means Stripe Payments Europe Ltd, a private limited company organised under the laws of Ireland and Stripe Payments UK Ltd, an English company;

‘Terms‘ means these terms of use; and

‘Websites’ means the websites operated by the Licensor through which the Product is made available from time to time.

• Unless otherwise agreed by Licensor in writing, the Licence Agreement shall govern End User’s access to and use of the Materials, regardless of format or means of delivery, to the exclusion of all other terms and conditions, including any which End User purports to apply under any purchase order, confirmation of order, specification or other document.
• Headings are for ease of reference only and shall not affect the construction of these Terms; words importing one gender include any other; the singular includes the plural and vice versa; words beginning with a capital letter are defined within these Terms; the word ‘including’ does not connote any limitation; and a reference to a ‘person’ includes a natural person, a company, a body corporate;

• Formation of contract
  • By submitting an Order to obtain a free trial of the Product to or purchase a subscription for the Product, the End User acknowledges and agrees that it has read and agrees to these Terms and wishes to enter into the Licence Agreement.
  • The Licensor may reject an Order at its discretion. No binding obligation to provide access to the Product will arise on the Licensor until the earlier of (i) the Licensor’s written confirmation to the End User that it accepts its Order; or (ii) the Licensor making the Product accessible to the End User.
• Licence Fees and payment
  • Regardless of whether the End User is submitting an Order to purchase a paid subscription to the Product or to obtain a free trial for the Product, the End User will be required to provide full payment information at the time they submit their Order.
  • If the End User has been granted a free trial, on expiry of the free trial the End User shall be automatically subscribed to the Product for the Initial Licence Period unless the End User cancels its subscription via the Websites prior to the expiry of the free trial period. Where the End User’s free trial is automatically converted to a paid subscription for the Initial Licence Period, this shall be payable as a monthly subscription for the Licence Period and charged monthly at the Licensor’s then-applicable rates for the Licence Fee.
  • If at any time the End User submits an Order to convert its subscription to the Product from a subscription that is charged monthly to one that is charged annually, or vice versa, this shall be deemed to be a purchase of a new subscription and the Initial Licence Period in respect of the new subscription type shall commence from the date on which the new subscription type takes effect.
  • On expiry of the Initial Licence Period, the End User’s subscription to the Product shall automatically renew for periods of 12 month each (each a “Renewal Licence Period”) on expiry of the Initial Licence Period and each Renewal Licence Period, unless the End User cancels its subscription to the Product at least one month prior to the expiry of the Initial Licence Period or current Renewal Licence Period. If the End User does not cancel its subscription within this time, it shall automatically renew for a Renewal Licence Period.
  • If the End User cancels its paid subscription, it will continue to have access to the Product until the end of its then-current Licence Period, unless its subscription is otherwise terminated earlier pursuant to these Terms subject to continuing to pay any Licence Fee when due for the balance of the Licence Period. To the extent permitted by applicable laws, the Licence Fee shall remain payable for the remainder of the Licence Period and shall be non-refundable in the event the End User cancels its subscription partway through its current Licence Period.
  • The Licensor shall be entitled to increase the Licence Fee from time to time by giving notice to the End User prior to such increase taking effect.
  • The End User’s payment will be processed by Stripe and Stripe’s services are subject to the Stripe Connected Account Agreement (accessed at https://stripe.com/gb/legal/connect-account), which includes the Stripe Services Agreement – United Kingdom (accessed at https://stripe.com/gb/legal/ssa) (together, these agreements are referred to as the ‘Stripe Terms’). By submitting an Order or by making use of the Product, the End User agrees to be bound by the Stripe Terms, as the same may be modified or amended by Stripe from time to time; and the End User agrees to provide Licensor with accurate and complete information about themselves and authorises Licensor to share with Stripe such information and transaction information related to the End User’s use of the payment processing services provided by Stripe as Licensor considers appropriate.
  • If the End User’s payment cannot be processed through Stripe, the End User authorises the Licensor to instruct Stripe to re-attempt the processing of the payment. If a payment cannot be processed, Licensor may suspend or terminate the End User’s access to the Product without liability to the End User.
• Licence and Proprietary Rights
  • Licensor grants End User a non-exclusive, non-transferable Licence to access and use the Product and the Materials for the Licence Period in accordance with the Licence Agreement. End User undertakes to comply with the Licence Agreement. End User accepts liability for any loss, damage, cost or other liability Licensor incurs as a result of End User’s breach of the Licence Agreement.
  • Licensor uses reasonable endeavours to ensure that the Product and the Materials comply with the laws of the United Kingdom (“UK”). However, Licensor makes no representations that the Product or any Materials are appropriate or available for use in locations outside the UK. Any End User accessing or using the Product or any Materials in or from locations outside the UK does so on the basis that it is responsible for compliance with all applicable non-UK laws. End User accepts that if it is accessing or using the Product or any Materials outside the UK, it must satisfy itself that it is lawfully able to license, access and use the Product and the Materials and, to the extent permitted by applicable law, Licensor accepts no liability for any costs, losses or damages in this regard and the End User shall indemnify the Licensor from any liability arising from such access or use of the Product and/or the Materials outside the UK.
  • The Product, the Websites and the Materials are protected by international copyright laws, database rights and other intellectual property rights. Licensor, its affiliates or third party licensors are the owners of these rights. All product and company names and logos contained within the Websites, Products or Materials are the trademarks, service marks or trading names of their respective owners. All rights not specifically granted to End User under the Licence Agreement are reserved.
• End User’s obligations
  • End User shall be responsible for ensuring that:
    • it only accesses or otherwise uses the Product and the Materials in accordance with the Licence Agreement; and
    • no person other than End User shall access or use the Product and that no person other than End User or its Permitted Recipients shall access, use or otherwise benefit from the Material.
  • End User agrees that all logins, passwords or other identification (‘Access Credentials’) used to access Materials (whether chosen by End User or provided by Licensor) are confidential and personal to End User. End User shall ensure, as a principal obligation, that it does not disclose or transfer Access Credentials to any third party (including for the avoidance of doubt, Permitted Recipients or any employee, officer, partner, agent or contractor of a Permitted Recipient).
  • End User must notify Licensor immediately if they become aware of or suspect any unauthorised use of Access Credentials or any other breach of security regarding the Websites or Product.
  • Without prejudice to any other right or remedy, Licensor may disable any Access Credentials at any time, if in Licensor’s opinion End User has failed to comply with clauses 5.1 or 5.2.
  • End User is responsible for ensuring that its computer system meets all relevant technical specifications necessary to access the Product and Materials. Licensor employs industry standard procedures and virus checks, but does not warrant that the Product or any Materials will be free from viruses and/or other code that has contaminating or destructive properties. End User is responsible for implementing industry standard procedures and virus checks to maintain the security of its computer system.
  • Licensor cannot guarantee the continuous operation of the Websites or the Product or their freedom from technical errors and accepts no liability for such interruptions or errors.
  • End User agrees as a principal obligation that it shall not:
    • attempt to reverse engineer, decompile or otherwise interfere with the Product and/or Websites;
    • attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router or any other Internet connected device owned or managed by Licensor;
    • use any artificial intelligence tools, machine learning algorithms, or other automated technologies to analyse, process or generate content based on or through the Product and/or Websites, or any data included within the same and for the avoidance of doubt this prohibition includes, without limitation, use of the same to (i) train any artificial intelligence models; (ii) for any form of automated content generation and (ii) as input to any artificial intelligence as a prompt, question, instruction or similar; and/or
    • use automated retrieval devices (including crawlers, spiders or information aggregator services) on the Product and/or Websites or any data contained therein.
  • Licensor reserves the right at any time to temporarily suspend End User’s access to the Websites and/or the Product for the purposes of maintenance or upgrade.
  • End User agrees that Licensor has no control over the content or availability of third party websites which End User may access through links on Licensor’s Websites and that they are independent from such Websites. Such links do not constitute endorsement by Licensor. Licensor accepts no responsibility for the content or End User’s use of third party websites. Licensor shall not be liable for any loss or damage arising from End User’s use of or reliance on any content, goods or services available on or through a third party website.
  • Licensor reserves the right at any time:
    • to alter, correct, update, upgrade or vary the technical specification of any aspect of the Product and/or Websites;
    • to withdraw all or part of the Materials if Licensor ceases to publish or ceases to have the right to publish the relevant Materials or if the same are the subject of a libel, copyright or other third party right infringement allegation and Licensor considers that withdrawal is advisable in the circumstances.
  • Licensor warrants that it has the right to license the Product and the Materials to End User in accordance with the Licence Agreement and that it will provide the Product and Materials with reasonable skill and care. All other express or implied terms, conditions, warranties, representations or endorsements in relation to the Product and Materials are excluded to the fullest extent permitted by law.
• Use of the Product
  • End User may, solely for its own use in its internal course of its employer’s business:
    • access the Product and use Materials (whether in hard copy, electronic data storage (‘EDS’) or other electronic form and regardless of the means of access or delivery);
    • download and store limited and insubstantial extracts from individual reports, articles or document contained in the Product (“Extracts“);
    • download, print and/or store one copy of reports and newsletters contained in the Product; and
    • print Extracts.
  • End User may use Extracts in internal business reports circulated to the employees or officers of Permitted Recipients provided it does not form part of a systematic, regular or routine pattern of use.
  • End User or its Permitted Recipients may use Extracts for external purposes only in accordance with and upon obtaining written permission for use from Licensor. End User agrees to correctly attribute any Extracts in external use as agreed in writing with Licensor and shall procure that any Permitted Recipient authorised to use Extracts in this way shall do the same.
  • End User shall not (and shall ensure as a principal obligation that any Permitted Recipient with whom Extracts or Materials are shared shall not) other than as expressly permitted in the Licence Agreement:
    • download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the Materials other than as expressly permitted in the Licence Agreement;
    • resell, sub-license, rent, lease, transfer or attempt to assign the rights in the Product or the Materials (in whole or in part) to any other person;
    • use the Product in any manner, (or transfer or export the Materials or any copies thereof into any country), other than in compliance with applicable laws;
    • subject to 6.5, allow any person other than the End User to use, gain access to, or benefit from the Product and/or Materials regardless of format or means of access or delivery;
    • exchange or substitute its own subscription to the Product with any other person without Licensor’s prior written consent (not to be unreasonably withheld);
    • use any automated process, software or script to extract, scrape, crawl or collect data or content from the Websites and/or Product (including the Materials);
    • use any artificial intelligence tools, machine learning algorithms, or other automated technologies to analyse, process or generate content based on or through the Materials, or any data included within the same and for the avoidance of doubt this prohibition includes, without limitation, use of the same to (i) train any artificial intelligence models; (ii) for any form of automated content generation and (ii) as input to any artificial intelligence as a prompt, question, instruction or similar; and/or
    • modify or alter the Materials nor create a database in electronic or structured manual form by downloading and storing any of the content from the Product or any Materials.
  • End User will not share:
    • its access to the Product with any third party; or
    • any Materials with a third party (other than Permitted Recipients subject to the terms of this clause 6), without Licensor’s prior written consent (not to be unreasonably withheld) following which they will subject to the terms of the Licence Agreement. Should End User or any Permitted Recipient share any Material with a third party without Licensor consent, the Licensor may terminate the Licence Agreement with immediate effect and no Licence fees will be refunded.

• If End User ceases to be employed by its employer while its subscription to Product remains active, such employer shall cease to be considered a Permitted Recipient for the purposes of these Terms and End User shall cease share any further Materials and/or Extracts with any such person or any third parties who would otherwise be considered Permitted Recipients pursuant to these Terms.
• Notwithstanding that any person to whom End User may share the Materials and/or Extracts shall be considered a Permitted Recipient, End User shall cease to provide such persons with any Materials and/or Extracts where Licensor, acting reasonably, determines that such person is a competitor of Licensor or its business and notifies End User of the same (including by email, through the Websites, or otherwise).

• Limitation of liability and indemnity
  • Licensor uses reasonable endeavours to ensure that Materials are accurate, however, Licensor cannot guarantee the accuracy of Materials, which are provided strictly on an ‘as is’ basis. Licensor accepts no liability for any loss or damage whatsoever sustained by End User or third parties as a result of using or relying on Materials.
  • End User agrees that where Materials include any opinion, analysis, prediction or assessment of facts or circumstances (“Opinions”), such Opinions represent Licensor’s or a third party’s subjective views based on the facts or information available or circumstances known to it at the relevant time, which may not always be correct and/or may change.
  • End User, shall draw its own conclusions regarding Materials and/or Opinions using its own skill and judgement. End User and any Permitted Recipient which whom Materials and/or Opinions are shared shall not substitute the Materials and/or Opinions for its own assessment, judgement or conclusions to reach decisions on matters, including:
    • the assessment of risk or creditworthiness;
    • the pricing of products or services;
    • taking or omitting any steps, actions or measures (including legal proceedings) against third parties; and/or
    • the basis upon which it does business with third parties.
  • Licensor accepts no liability for any indirect or consequential loss or damage or for any loss of data, profit, goodwill, anticipated savings, revenue or business (whether direct or indirect) in each case, however caused, even if foreseeable, arising under or in relation to the Licence Agreement or arising out of or in connection with End User’s access, viewing or use of the Product, or reliance upon any Materials by End User or any Permitted Recipient and all such liability is hereby excluded.
  • Where End User, or a third party suffers loss or damage arising out of or in connection with the use or performance of the Product or any reliance upon or decision made based on Materials and/or Opinions, Licensor accepts no liability for this loss or damage whether due to inaccuracy, error, omission or any other cause, whether on the part of Licensor, its servants, agents or any other person or entity.
  • If Licensor is liable to End User under the Licence Agreement for any reason, Licensor’s liability shall be limited to the Licence Fee paid by End User for Materials in the 3 months preceding the date on which such liability arose.
  • Nothing in the Licence Agreement shall limit Licensor’s liability for death or personal injury resulting from its negligence or from its fraudulent misrepresentation or any liability which cannot be excluded under applicable law.
  • End User shall fully indemnify Licensor from and against any claims, demands, losses, damages, costs, expenses, obligations, assessments, suits, judgments, proceedings and actions including interest, penalties and reasonable legal fees and expenses or other liability incurred by Licensor or a third party in respect of any infringement of its rights (including intellectual property rights) arising from End User’s use of the Product and/or End User’s or any Permitted Recipient’s use of Materials.
• Assignation
  • End User may not assign, transfer or sub-license its rights or obligations under the Licence Agreement without prior written consent of Licensor.
  • The Licensor may assign its rights and obligations under the Licence Agreement to any successor to its business in whole or in part.
• Data Protection and Monitoring
  • Unless otherwise defined, terms in this clause shall have the meanings defined within the Data Protection Legislation.
  • End User acknowledges that Licensor may Process Personal Data which is supplied to and/or collected by Licensor (whether via End User correspondence or during the End User’s registration process or other method, including cookies), to the extent reasonably necessary for Licensor, its partners, successors (including the purchaser of the whole or part of its business), associates, sub-contractors or other third parties (together ‘Partner Companies’) to enforce its rights and carry out its obligations under the Licence Agreement (‘Purpose‘). These Partner Companies may be located in countries outside the European Economic Area but to the extent that is the case the Licensor warrants that such Partner Companies apply standards of security no less than those of the Licensor.
  • By entering into the Licence Agreement, End User agrees to the processing and disclosure of its Personal Data by Licensor and its Partner Companies for the Purpose and confirms to Licensor it has authority to provide all such Personal Data to the Licensor.
  • Further information in relation to Licensor’s use of End User’s Personal Data can be found in Licensor’s privacy policy at https://agbioinvestor.com/privacy-policy/.
  • Licensor has the right, to monitor use of and access to the Websites and/or Product in order to verify End User’s compliance with the Licence Agreement, and/or to satisfy any law, regulation or authorised government request.
• Duration and termination
  • Licensor will supply the Product and/or make it available to End User via the Websites from the later of the date Licensor accepts the Order or the date for commencement of End User’s free trial or paid subscription set out in the Order.
  • Licensor may immediately terminate the Licence Agreement at any time if the End User:
    • fails to pay the Licence Fee in whole or in part when it falls due;
    • materially breaches any of its obligations under the Licence Agreement;
    • persistently breaches any of its obligations under the Licence Agreement regardless of whether such breaches are capable of remedy; or
    • the End User is at such time accessing the Product as a free trial.
  • Upon termination or expiry of the Licence Agreement:
    • all End User’s rights and licences to the Product and Materials shall immediately cease;
    • End User shall be required to immediately and permanently delete and/or destroy all copies of the Materials or any part thereof under the End User’s control and ensure any third party to which End User has made the Materials available does the same;
    • Licensor shall not be required to refund any Licence Fees received from End User.
  • Termination of the Licence Agreement shall not prejudice and accrued rights or remedies of Licensor.
• Force Majeure
  • For the purposes of this clause a force majeure event (‘Event’) means an event beyond the reasonable control of the Licensor including strike; lock-out labour dispute; act of God; war; riot; acts of terrorism; malicious damage; compliance with a law or governmental order; rule; regulation or direction; breakdown of plant or machinery; fire; flood; storm; illness or disease.
  • Licensor shall not be liable for a failure to perform its obligations under the Licence Agreement due to an Event but shall make reasonable endeavours to mitigate the effects of the Event on the performance of its obligations. As soon as reasonably possible after the end of the Event, the Licensor shall resume performance of its obligations under the Licence Agreement.
• General
  • The Licence Agreement is the whole agreement between the parties and supersedes any previous agreement relating to the subject hereof. The parties agree that, in entering into the Licence Agreement, they do not rely on (and shall have no remedy in respect of) any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in the Licence Agreement as a warranty.
  • No forbearance or delay by Licensor in enforcing its rights will prejudice the rights of Licensor. No waiver by Licensor of any right will be deemed to be a waiver or any other right and no waiver of any breach of any contractual term by Licensor will be deemed to be a waiver of any other term or any later breach.
  • These Terms and the Licence Agreement are governed by Scottish law and the parties submit to the exclusive jurisdiction of the Scottish courts.