WEB SERVICE LICENSE AGREEMENT clinivation WorldView, Online Regulatory Intelligence Web Service 1. RIGHTS AND RESTRICTIONS WHICH APPLY TO LICENSE 1.1 Subject to the payment of the applicable License fees, Licensor grants to Licensee a non-exclusive and non-transferable License to use the Web Service solely for Licensee's own internal use in the Territory in accordance with the terms of this Agreement and the applicable Order. The right of use is granted for Products specified above only, even if such Products are delivered on media containing other clinivation, Inc. products. Licensee shall maintain a reliable system for tracking each CPU and/or Named User (e.g., a unique identification number) that is processing and/or using the Products. 1.2 Licensor shall supply one or more copies of each Product licensed under this Agreement to Licensee by enabling Licensee's access to the Product Licensee may make copies of licensed Products: (1) for production purposes, not exceeding total licensed capacity; or (2) for archival or backup purposes, as reasonably necessary. All copies of the Products are subject to the terms of this Agreement and must display all titles, copyright, and restricted rights notices from the master copy. 1.3 Subject to 1.1 and 1.2 above, any License granted is subject to limitations of term and user number as follows: Term Designation | Maximum Users per License ----------------------------------------------------------- 1 year Subscription | License 1 user per License or Term Designation | Maximum Users per License ----------------------------------------------------------- Individual Dossier | License 1 user per License 2. TERM AND TERMINATION WHICH APPLY TO LICENSE 2.1 This Agreement and each Product License granted under it shall become effective on the Effective Date and remain in effect in accordance with the above Term Designation or until terminated as described in this Section 2. 2.2 By using the Products, Licensee agrees to be bound by the terms and conditions of this Agreement. If Licensee does not agree to the terms of this Agreement, Licensee agrees to promptly and within (30) days of receipt of the Products, notify the Licensor, cease using the Products, and request a full refund. 2.3 Licensor may terminate this Agreement or any License upon written notice if Licensee breaches any terms of this Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach. Notwithstanding the above, Licensor may terminate this Agreement or any License ten (10) days after providing written notice to Licensee, if Licensee is in breach of the confidentiality provisions set forth in Section 9.1 or the provisions regarding reverse engineering, disassembly, or decompilation contained in Section 9.12. 2.4 Termination of this Agreement or any License shall not prevent either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Licensee's obligation to pay all fees that are owed by Licensee as of the date of termination. The parties' rights and obligations under Sections 2.5, 4.5, 5.1, and 9.1 through 9.15 shall survive termination of this Agreement. 2.5 If a License granted under this Agreement terminates, Licensee shall: (1) cease using the applicable Products; and (2) certify to Licensor within thirty (30) days after expiration or termination that Licensee has destroyed or has returned to Licensor the Products and any Licensor Confidential Information. This requirement applies to copies in all forms, partial and complete, in all types of media and in computer memory, and whether or not modified or merged into other materials. 3. INDEMNITIES WHICH APPLY TO LICENSE 3.1 Licensor will defend and indemnify Licensee against a claim that the Products infringe a third-party intellectual property right, including copyright and patent, provided that: (1) Licensee promptly notifies Licensor of the claim in writing; (2) Licensor has sole control of the defense and all related settlement negotiations; and (3) Licensee provides Licensor with all reasonable assistance, information, and authority necessary to perform Licensor's obligations under this section. Licensor shall have no liability for any claim of infringement based on: (1) use of a superseded or altered release of Products, if the infringement would have been avoided by the use of a current, unaltered release of the Products; or (2) modification of the Products other than by Licensor or combination of the Products with materials not specified in the Documentation, if such a claim would not have arisen except for such modification or combination. Licensor's duty to indemnify Licensee is limited to the aggregate of all License fees paid to Licensor for the allegedly infringing Products. 3.2 In the event that the Products are held or believed by Licensor to infringe, Licensor shall, at its sole option and expense: (1) modify the Products to be non-infringing; (2) obtain for Licensee a License to continue using the Products; or (3) terminate the License for the infringing Products and refund the aggregate License fees paid for those allegedly infringing Products. Sections 3.1 and 3.2 state Licensor's entire liability and Licensee's exclusive remedy for third party infringement. 4. LIMITED WARRANTIES AND REMEDIES THAT APPLY TO LICENSE 4.1 Licensor warrants for a period of six (6) months from the Effective Date of the applicable Order that the unmodified Product obtained thereunder will perform in substantial conformance with the technical specifications set forth in the Documentation. 4.2 Licensor does not warrant that the Products will meet Licensee's requirements or that all Product errors will be corrected. 4.3 For any breach of the warranties contained in Sections 4.1 and 4.2, Licensee's exclusive remedy, and Licensor's entire liability, shall be at Licensor's sole discretion: (1) the correction of Product errors that caused the breach of the warranty; (2) replacement of the Products; or (3) return of the fees paid to Licensor for the License of such Product. 4.4 The warranties above are exclusive and are in lieu of all other warranties, whether express or implied, including the implied warranties of merchantability and fitness for a particular purpose. 5. LIMITATION OF LIABILITIES THAT APPLY TO LICENSE 5.1 IN NO EVENT INCLUDING NEGLIGENCE SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY ANY PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5.2 LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY LICENSEE, AND IF SUCH DAMAGES RESULT FROM LICENSEE'S USE OF THE PRODUCT OR SERVICES, SUCH LIABILITY SHALL BE LIMITED TO FEES PAID FOR THE RELEVANT PRODUCTS AND/OR SERVICES GIVING RISE TO THE LIABILITY. 6. PAYMENT TERMS Licensor will enable Licensee's access to the Products after License fee has been received, or after Licensor has authorized an evaluation by Licensee. Payment of License Fee is required before Licensee is licensed hereunder for non-evaluation use of the Products. 7. PROMOTIONAL USE 7.1 Licensor and Licensee agree that each party may use the other party's name in disseminating information (including press releases) to third parties regarding the Product licensing under this Agreement. Each party agrees: (1) to not use the other party's name in any way that would disparage the other party's name or reputation, or portray the other party in a false light; and (2) to avoid any use of the other party's trademarks in a way that could cause confusion or dilution. 8. DISPUTE RESOLUTION 8.1 Licensor and Licensee agree to the following dispute resolution process to resolve any dispute (other than for invoices which are due) under this Agreement. Both parties agree to negotiate in good faith to reach a mutually agreeable settlement within a reasonable amount of time. Each party shall designate a duly authorized executive who has authority to fully and finally resolve the dispute and to participate in such negotiation. Any such dispute that cannot be settled between the parties within 30 days of written notification from the disputing party to the other party shall be resolved by entering into binding Arbitration. The JAMS Streamlined Arbitration Rules and Procedures are to govern this Arbitration. The Arbitration shall take place in Boston, Massachusetts. The Arbitrator shall be bound to follow the terms set forth in Sections 1-10 of this Agreement in adjudicating the dispute. It is agreed by both parties that the Arbitrator's decision is final, and that no party may take any action, judicial or administrative, to overturn this decision. The judgment rendered by the Arbitrator may be entered in any court having jurisdiction thereof. The cost and expense of such arbitration for charges by external counsel and consultants, and the fees of the arbitrator(s) shall be paid as the arbitrator(s) may order in his/her/their decision. If the arbitrator does not determine the obligation for such payment, each party shall bear its own costs and expenses (as described above) associated with the dispute. 9. GENERAL TERMS AND DEFINITIONS The following general terms and definitions shall apply to all Products licensed under this Agreement 9.1 LICENSEE ACKNOWLEDGES THAT THE PRODUCTS, SOFTWARE, DOCUMENTATION, AND RESULTS OF ANY BENCHMARK TESTS OF THE SOFTWARE CONSTITUTE VALUABLE INTELLECTUAL PROPERTY, INCLUDING PROPRIETARY, COPYRIGHTED, AND CONFIDENTIAL MATERIAL (INCLUDING TRADE SECRETS AND PATENTS PENDING) OF LICENSOR. LICENSEE SHALL HAVE NO RIGHTS TO THE MATERIAL EXCEPT THOSE RIGHTS EXPRESSLY GRANTED HEREIN. LICENSEE AGREES TO HOLD SUCH MATERIAL IN STRICT CONFIDENCE AND NOT TO COPY, REPRODUCE, SELL, ASSIGN, MARKET, TRANSFER, DISTRIBUTE, GIVE AWAY, OR OTHERWISE DISCLOSE SUCH MATERIAL TO THIRD PARTIES OR TO USE SUCH MATERIAL FOR ANY PURPOSES INCONSISTENT WITH THE TERMS OF THIS AGREEMENT, WITHOUT THE EXPRESS WRITTEN PERMISSION OF LICENSOR. LICENSEE AGREES TO TAKE ALL REASONABLE STEPS TO PROTECT THE CONFIDENTIALITY OF THE PRODUCTS, MATERIAL AND RELATED INFORMATION, BUT IN NO EVENT LESS THAN THOSE PRECAUTIONS TAKEN TO PROTECT ITS OWN CONFIDENTIAL INFORMATION. THE OBLIGATIONS OF THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. 9.2 This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles. 9.3 The parties agree that any legal action or proceeding relating to this Agreement shall be instituted in the appropriate State or federal court for Massachusetts. Licensor and Licensee agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding. 9.4 The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. 9.5 Except for actions for nonpayment or breach of the proprietary rights of Licensor in the Products, no action, regardless of form, arising out of the Agreement may be brought by either party more than one (1) year after the cause of action has accrued. 9.6 Licensee agrees to comply fully with all relevant export laws and regulations of the United States ("Export Laws") to assure that any Product is not: exported, directly or indirectly, in violation of Export Laws; or is intended to be used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical or biological weapons proliferation. Licensee shall indemnify and hold Licensor and its suppliers harmless in connection with any breach of this section. 9.7 Licensee may not assign this Agreement or transfer a Product License to any third party without the prior written consent of Licensor. 9.8 Licensor may audit Licensee's use of the Products after ten (10) days written notice. Any such audit shall be conducted during regular business hours at Licensee's facilities and shall not unreasonably interfere with Licensee's business activities. If an audit reveals unauthorized use or use in excess of licensed capacity, Licensee shall pay Licensor for such use at Licensor's published prices in effect at the time the audit is completed. The audit shall be at Licensor's expense; however, if the underpaid fees exceed five percent (5%) of the License fees paid, then Licensee shall pay Licensor's reasonable costs of conducting the audit. Instead of, or in addition to, an audit, Licensor reserves the right to request a written statement of compliance with the terms of this Agreement and applicable Order, and Licensee shall comply with such request. 9.9 Licensor is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. 9.10 This Agreement together with the Order and the Professional Services Agreement constitutes the complete agreement between the parties and supersedes all prior agreements and representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by an authorized representative of each party; no other act, document, usage, or custom shall be deemed to amend or modify this Agreement. 9.11 THE PRODUCTS ARE LICENSED, NOT SOLD, AND ARE PROTECTED BY UNITED STATES COPYRIGHT LAWS AND INTERNATIONAL TREATY PROVISIONS. LICENSEE SHALL NOT ACQUIRE ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS, EXPRESS OR IMPLIED, IN OR RELATING TO THE PRODUCTS. LICENSOR OR ITS PROVIDERS RETAIN ALL SUCH RIGHTS. USE OF THE TERMS "PURCHASE" OR "SALE" SHALL NOT CONNOTE TRANSFER OF TITLE OR OWNERSHIP. 9.12 LICENSEE SHALL NOT DIRECTLY OR INDIRECTLY REVERSE ENGINEER, DISASSEMBLE, DECOMPILE, TRANSLATE, OR REPRODUCE IN ANY WAY THE PRODUCTS OR THE PRODUCTS' COMPONENTS. 9.13 Licensee shall not rent, lease, or sublicense the Products, provide third parties with access to the Products through a service bureau, commercial time-sharing arrangement, an ASP arrangement, or any other arrangement, or use the Products to provide outsourcing or training services. 9.14 In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force. 9.15 Neither party will be responsible for failure of performance, other than for an obligation to pay money, due to causes beyond its control, including, without limitation: acts of God, war, or nature; labor disputes; sovereign acts of any federal, State or foreign governments; or shortage of materials. 10. DEFINITIONS "Users" shall mean the number of employees of Licensee who may use the Products on Licensee's equipment. "Documentation" shall mean the then-current versions of the Products' Specifications at the time of this Agreement. "Effective Date" shall mean the earlier of the date of: the last signature on the Order; the date of the Order's acceptance by Licensor as indicated by Licensor signing or fulfilling an Order; or the date of Licensee's first use of the Products. "Licensee" shall mean only the entity specified in the Order to which Licensor expressly grants a License. "Licensor" shall mean the clinivation, Inc. entty that accepted the Order from Licensee. "Order" shall mean the document by which Licensee orders Product licenses and Professional Services, or the document by which Licensor authorizes an evaluation by Licensee. All Orders, whether issued by Licensee or Licensor, shall be governed by the terms of this Agreement and the Professional Services Agreement. All Orders shall be subject to acceptance by Licensor, which shall be manifested by signing the Order or by delivery of the Products. "Professional Services Agreement" shall mean the document in which Licensor describes the Professional Services to be provided to Licensee. "Product" shall mean: an unmodified, generally available Web Service with copyrighted documents identified in an Order accepted by Licensor. "Territory" shall mean the country to which the Products are shipped, subject to export restrictions. If in the United States or Canada, the Territory shall mean North America.