Welcome to DXRX - The Diagnostic Network® ("DXRX Platform")

The Full version can be found here but here is a summary: 

DXRX Services and support

DXRX – The Diagnostic Network® (“DXRX Network”) is a purpose-built SaaS platform providing access to Precision Medicine solutions and collaboration opportunities for multiple stakeholders in one digital, secure location.

DXRX Network enables you to collaborate with a global network of industry leading service partners comprising people from laboratories, pharmaceutical, diagnostic and data science industries. We are dedicated to facilitating an online B2B marketplace where you can access reference materials, knowledge, and market research insights; access, receive, post, and respond to collaboration opportunities; access and utilize various proprietary, integrated data-enabled service tools, and much more!

As a DXRX Member, you can choose to interact with other DXRX Members registered on the DXRX Network. We strive to build a safe, secure, and collaborative marketplace. We will provide the level of support for the DXRX Service(s) set out in our DXRX Support Policy.

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 Registration

You must register and be verified by us in order to gain access to the DXRX Network. Upon successful registration, you will attain a unique login. Where you are signing up on behalf of a business entity, you will bind them to these DXRX Terms. Following registration, the enrolling business entity may invite or enable access to its authorized end users, such end users’ access will be governed by the End User Terms. We reserve the right to suspend or terminate your use of the DXRX Network, bar you from future use and/or take appropriate legal action against you should you or your end users violate the Agreement.

Note, your profile pages can be viewed by other DXRX Members.

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Warranties

Access to the DXRX Network is provided to you on an ‘as is’ basis. You assume sole responsibility for the results obtained from the use of the DXRX Services and for conclusions drawn from such use.

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Your obligations

We expect you and your business to act respectfully, ethically, and legally in compliance with our Acceptable Use Policy at all times while using the DXRX Network.

You are solely responsible for the accuracy and legality of all content that you post or upload to the DXRX Network and we reserve the right to remove it if we think it violates any laws, third-party intellectual property, privacy, publicity, or other rights, or for any other reason in breach of the Agreement.

If you are a healthcare professional (“HCP”), and you choose to collaborate in your capacity as a HCP on the DXRX Network, you must ensure that you have no financial or personal interests that would create a conflict of interest. You accept that Diaceutics may disclose all payments, reimbursements or other transfers of value provided to a HCP that are legally reportable under applicable law and/or industry codes of practice and may identify such HCPs as collaborators as part of the disclosure.

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Third Party Suppliers
Where you are a service provider supplying services to Diaceutics via the DXRX Network pursuant to a collaboration opportunity or otherwise, the Third-Party Supplier Terms will apply in respect of the deliverables, milestones and fees as described in the applicable Order Form.

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Data Protection

We must both comply with applicable data protection laws. For complete details of Diaceutics’ processing of your personal data including, but not limited to, the purpose(s) for which it is used, the legal basis or bases for using it, details of your rights and how to exercise them, please refer to the DXRX Privacy Statement. When you process personal data, you shall do so in accordance with your own privacy statement(s) as applicable.

We are a data controller in respect of the information about you that is provided to us in connection with your DXRX Account, DXRX Services and/or collaboration opportunities, for example, your membership registration information, business and user profiles, email addresses etc.

Any other content or information that you contribute in any manner to the DXRX Network including in relation to a collaboration opportunity must be provided in an anonymized form only such that it does not permit any identification of individuals, patients and/or a household. In the event that such content contains personal data, we act as a data processor to the extent necessary to enable us to provide the DXRX Services to you. See our DXRX Security Policy

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Proprietary Rights

We both retain ownership in our respective content and intellectual property.

To operate the DXRX Network and to effectively maximize collaboration opportunities for all DXRX Members, you grant a license to us to use the content that you contribute to the DXRX Network, for example, to publish it on the DXRX Network, to develop, promote or commercialize services and to create derivatives. We refer to this in our full DXRX Terms as your “Contribution Content”. You also grant a limited license to other users of the DXRX Network as applicable.

Our services are made available to you on a limited licensed access basis, and no ownership right is conveyed to you. In exchange, you grant the licenses above and from time to time, compensation may be payable to you pursuant to a collaboration opportunity.

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Data Security
Where we license certain data deliverables to you, we expect you to have reasonable and appropriate security measures in place (including access control and other operating procedures and policies) to protect against unauthorized use. You must not (or allow anyone else) use these data deliverables for re-identification purposes.

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Transparency Reporting
To the extent Diaceutics is required or instructed by you under an Order Form to make payments on your behalf to any HCPs, Diaceutics shall provide all details of any such payments to you to enable you to submit the required disclosures to the relevant authorities.

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Marks

We may use your Marks (e.g. your trade names, trademarks, corporate name) on https://www.diaceutics.com/ and/or https://www.dxrx.io/, for example, in a general listing of users of the DXRX Network or for promoting the DXRX Network in conjunction with your membership. Please refer to clause 37 of the Membership Terms for full details including requests for removal. Note, we will not make any claim of specific endorsement unless you have given us permission to do so, and we will always consult you in the preparation of any press release. Any goodwill derived from our use of your Marks shall belong to you.

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Fees & Payment

At your option (a) we can make certain DXRX Services available, and these may be subject to additional Service-Specific Terms, or (b) you can provide certain third-party supplier services to us subject to the Third-Party Supplier Terms. All such services will be described in an Order Form.

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Confidential Information

We promise to keep confidential each other’s commercially sensitive and confidential information.

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Term and Termination

You may choose to terminate your DXRX Membership at any time. Where certain DXRX Services are affected because of such termination, we may agree alternative arrangements with you, as applicable, or as specified in the relevant Order Form.

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Liability

There are certain acts and things that you are responsible for, including your compliance with our terms and the lawful submission of your content on the DXRX Network in addition to those acts of your end users, where applicable. Where you do not act lawfully, you may be liable to a DXRX Member or third party if they claim to suffer a loss. As you are in a position to prevent and control these types of losses, we expect you to reimburse us to ensure that we are not out-of-pocket for matters over which we have little or no control. We agree to provide you with a fully functioning, hosted platform with support services. We also agree to reimburse you where you are out-of-pocket as a result of any claim by a third party that the DXRX Services have infringed the proprietary rights of that third party.

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Membership Terms - Full Text

DXRX Terms Full Text

Last update: 14 October 2021

Welcome to DXRX – The Diagnostic Network® (“DXRX Network” or “DXRX”).

The DXRX Services may not be accessed for the purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.

1. DXRX Terms: These terms (“Terms”) constitute a legally binding agreement between the DXRX Member and Diaceutics in relation to the use of the DXRX Services.

IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A BUSINESS ENTITY (SUCH AS THE COMPANY YOU WORK FOR), YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO REPRESENT AND BIND SUCH BUSINESS ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT RECEIVE DXRX SERVICES.

If you are an End User (i.e., the business entity to which you are associated is already registered on the DXRX Network and you are registering as an additional user), the End User Terms will govern your use of the DXRX Network (and not these Terms).

These Terms together with our Related Terms, any applicable Service-Specific Terms, Third-Party Supplier Terms, and associated Order Forms constitute the “Agreement”. The Agreement is effective on the earlier of (i) your initial access to any DXRX Services; (ii) the date upon which you register on the DXRX Network; or, (iii) execution of an Order Form referencing these Terms (“Effective Date”) until terminated in accordance with the Agreement.

Titles and headings of sections of these Terms are for convenience only and shall not affect the construction of any provision of these Terms.

2. Related Terms: The Related Terms are:

  1. End User Terms;
  2. Acceptable Use Policy (AUP);
  3. Privacy Statement;
  4. Cookies Policy;
  5. Data Processing Addendum;
  6. DXRX Support Policy; and,
  7. DXRX Security Policy

3. Provision of Purchased Services: Diaceutics will make Purchased Services available to you pursuant to the Agreement. The provision of Purchased Services to be delivered along with the applicable deliverables, milestones and fees will be as described in the Order Form (including any additional terms incorporated into an Order Form).

4. Provision of Free Services: Diaceutics may make Free Services available to you pursuant to the Agreement. Free Services are provided to you without charge as described in the Order Form. Anything beyond that so described requires you to purchase Purchased Services. Diaceutics will make the applicable Free Service(s) available at no cost to you until the earlier of: (a) the end of the Free Services period stipulated in the applicable Order Form; or, (b) termination by us at our sole discretion.

5. Service-Specific Terms: By accessing certain DXRX Services, you may be subject to additional Service-Specific Terms (e.g., Professional Services Terms) which may include separate fees and charges.

6. Free Trial: If you avail of a Free Trial of the DXRX Services, the applicable provisions of the Agreement will govern such Free Trial. Diaceutics will make the applicable DXRX Service(s) available on a trial basis at no cost to you until the earlier of: (a) the end of the Free Trial period; (b) the start date of any Purchased Services ordered; or, (c) termination of the Free Trial by us at our sole discretion. Any Contribution Data entered during the Free Trial period may be permanently lost unless a Purchased Service the same as the DXRX Service covered by the Free Trial is purchased.

7. Third-Party Supplier Services: Where you are a service provider supplying Third-Party Supplier Services to Diaceutics via the DXRX Network or pursuant to a Collaboration Opportunity or otherwise, the Third-Party Supplier Terms will apply to you. The Third-Party Supplier Services to be supplied by you to Diaceutics along with the deliverables, milestones and fees will be as described in the Order Form (including any additional terms incorporated into an Order Form).

8. Amendments: We may modify the Agreement from time to time to respond to changes in our DXRX Services, our business, or laws and will use reasonable efforts to post notice of the modifications to you on the DXRX Network or via your DXRX Account, send them to you by email or make them available to you by other means. You may be required to re-accept them the next time you log in. Modifications will take effect automatically as of the effective date specified. We are entitled to make any changes to the specification, functionality, and features of the DXRX Network at our sole discretion but will use reasonable efforts to provide notice to you where appropriate.

9. Offline Agreement: If we have executed an Offline Agreement with you (for the avoidance of doubt, this does not include standard purchase order terms generated by you), which governs a DXRX Service or Third-Party Supplier Service, the terms of such Offline Agreement shall be controlling and shall take precedence over any Service-Specific Terms or Third-Party Supplier Terms or additional or different terms contained in any document generated by you.

10. Conflict: In the event of any conflict or inconsistency between any provision (or part thereof) in the following documents, the order of precedence shall be as follows, but only to the extent necessary to give validity to that provision (or part thereof) without affecting the validity of the remaining provisions:

  1. the Offline Agreement;
  2. Related Terms;
  3. Order Form;
  4. Service-Specific Terms (e.g., Professional Services Terms) or Third-Party Supplier Terms as applicable; and
  5. these Terms.


DXRX Network registration process and support

11. Registration: To gain access to the DXRX Network, you shall be required to register online and create your profile pages. All details submitted must be true, accurate and complete. The information that you provide shall be verified internally and it is in our absolute discretion to decide if you qualify as a DXRX Member. You must comply with all requests we may make for proof of identity and business references and/or financial standing. Diaceutics reserves the right to decline any DXRX Membership application for any reason. You may also be registered by executing an Order Form pursuant to these Terms in advance of attaining your DXRX Login. NOTE: your profile pages can be viewed by other DXRX Members. If you have concerns over such viewing access, please contact [email protected] immediately.

12. DXRX Login: Upon successful registration as described at clause 11, a DXRX Account will be activated and a unique DXRX Login will be issued. The DXRX Network has been created and developed by Diaceutics to provide a secure environment for data management and analysis. You acknowledge that the security of the DXRX Network is critical, and you agree to help us to maintain the security and integrity of the DXRX Services by ensuring that you (and your End Users as applicable):

  1. maintain system security, keep log-in and security passwords and authentication processes strictly confidential and under no circumstances share or disclose the same to unauthorized persons or systems;
  2. do not obtain, attempt to obtain, use or attempt to use the password of anyone else (End Users are responsible for remembering their own DXRX Login credentials but primary responsibility lies with the business entity related to the End User);
  3. immediately report to Diaceutics, any unauthorized use that fails to comply with the criteria at (a) and (b) above in this clause in the event that such use does not meet this security criteria.

Diaceutics may access your DXRX Account (i) to respond to technical problems, (ii) in connection with maintaining the DXRX Service and the development of new features and improvements, (iii) in connection with DXRX Services (including Collaboration Opportunities) (iv) at your request, and/or (v) to comply with legal or contractual requirements.

13. Administrators: Where you are an individual acting on your own behalf in respect of your own business, you are your own Administrator, and you alone have the ability to avail of important rights and to activate controls over your DXRX Account. Where your DXRX Membership concerns a business entity with End Users, the business entity can assign the role of Administrator to one or more of its authorized End Users. The Administrator role assigned will be able to exercise certain rights and controls over its’ relevant End Users. This may include creating, de-provisioning, monitoring, or modifying their DXRX Accounts, setting End User usage permissions, and managing access to content. It is the business entity who will be responsible for the actions of the individual Administrator(s). You agree that our responsibilities do not extend to the internal management or administration of the DXRX Services for you.

14. End Users: Where you are the business entity with authorized End Users, you are responsible for understanding the settings and controls for each DXRX Service you use on the DXRX Network and for controlling who you allow to become an authorized End User. You are responsible for compliance with the terms of the Agreement by all End Users, including for any applicable payment obligations and how End Users use Your Content, even if those End Users are not from your organization or domain.

15. Leavers: You shall inform us promptly (and in any event within five (5) Business Days of leaving) if you or an authorized End User leaves the business and no longer requires access to enable us to cancel the relevant DXRX Login. From the moment that you or an End User leaves your business, the relevant DXRX Login becomes unauthorized.

16. Visitors: Those visiting the DXRX Network who do not have a DXRX Account can solely browse limited sections of the DXRX Network only. 

17. DXRX Support Policy: We will provide the level of support for the DXRX Service(s) set out in our DXRX Support Policy.


Our obligations and warranties

18. We warrant to use all commercially reasonable endeavors to:

  1. ensure that the DXRX Services will be provided by us with reasonable skill and care;
  2. prevent the introduction of Viruses or similar harmful materials into the DXRX Services by us;
  3. avoid materially decreasing the overall functionality of any Purchased Services; and,
  4. correct reported non-conformities at no charge to you.

19. The warranties at clause 18, shall not apply to the extent that any non-conformance is caused by your use of the DXRX Services contrary to the Agreement. This includes instructions, or modification or alteration of the DXRX Services (including the application of Malicious Code) by any party other than Diaceutics or our authorized contractors or agents. If the DXRX Services do not conform with the foregoing undertakings, Diaceutics will, at its expense, use reasonable commercial endeavors to correct any such non-conformance promptly, or provide you with a workaround solution but shall not be legally obliged. Such correction or substitution constitutes your sole and exclusive remedy.

20. Except as expressly set out in the Agreement and to the maximum extent permitted by applicable law:

  1. no conditions, warranties or other terms (whether express or implied), including any warranty of non-infringement, title or any implied terms relating to satisfactory quality or fitness for any particular purpose, functionality or merchantability, will apply to the DXRX Network, DXRX Services or to anything supplied or provided by Diaceutics under the Agreement which are all provided to you on an ‘as is’ basis. In particular, Diaceutics do not give or enter into any condition, warranty or other term to the effect that the operation of the DXRX Network or DXRX Services will meet specific requirements and does not warrant that your use of the DXRX Network or DXRX Services will be uninterrupted or error-free, that we will review Your Content for accuracy or that we will preserve Your Content without loss. While Diaceutics attempts to have the DXRX Network and DXRX Services available at most times, Diaceutics does not guarantee that they will always be available, or that they will not become unavailable during use. A DXRX Service may become unavailable for a number of reasons, including without limitation, during the performance of maintenance, bug fixes, emergency situations and/or due to telecommunications failures. Diaceutics is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Your Content over communications networks and facilities that we do not own, operate or control, including the internet, and you acknowledge that the service may be subject to limitations, delays and other problems inherent in the use of such communications facilities and we are not responsible for any of Your Content being lost, altered, intercepted or stored across such networks and we cannot guarantee that unauthorized third parties will not defeat our security measures;
  2. you assume sole responsibility for the use of the DXRX Services and for the results obtained and conclusions drawn from such use; and,
  3. all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.

Your obligations and warranties

21. You warrant, represent and undertake:

  1. that you have the legal power to validly enter into and comply with the Agreement;
  2. to provide us with all necessary co-operation and any such access to information as may be required by us in order to provide the DXRX Services to you, including but not limited to security access information and configuration services;
  3. to operate your business in respect of your use of the DXRX Services in accordance with applicable laws (including privacy/data protection and anti-bribery), codes, regulations and/or guidance of any governmental, non-governmental or other regulatory organization, and good industry practice;
  4. to carry out all DXRX Member responsibilities in a timely and efficient manner.  Diaceutics shall have no liability to you for any delay or deficiency to the extent resulting from your acts or omissions and may choose to adjust any agreed timetable or delivery schedule as reasonably necessary;
  5. to obtain and maintain all necessary licenses, consents, and permissions necessary to permit us (including our contractors, agents, partners) to perform our obligations under the Agreement (including in respect of Contribution Content submitted by you);
  6. to ensure that your network and systems comply with any minimum specifications made known to you by us from time to time;
  7. to be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centers as operated by our server hosting provider, and all problems, conditions, delays, delivery failures and all other loss or damage arising from, or relating to, your network connections or telecommunications links (or caused by the internet);
  8. to the extent you are a healthcare professional as defined by applicable law (“HCP”), and you choose to collaborate, in your capacity as a HCP, with us and/or other DXRX Members on or via the DXRX Network, for example with respect to a Collaboration, you hereby warrant that you have no financial or personal interests that create a conflict of interest and/or that would prevent such Collaboration in an objective and non-biased manner. Diaceutics may disclose all payments, reimbursements or other transfers of value provided to you that are legally reportable under applicable law and/or industry codes of practice and may identify you as a collaborator as a part of the disclosure; and
  9. to the extent that you qualify as an officer or employee of, or an individual who acts in an official capacity on behalf of a governmental authority or official (“Government Official”), you shall:
    1. make full disclosure of your status to us;
    2. make the relevant disclosures of your contractual relationship with us (and our clients as applicable) to the relevant governmental authority;
    3. not use your influence as a Government Official to influence any acts or decisions of the relevant governmental authority which would directly affect us (and our client as applicable); and,
    4. refrain from participation in or taking any government action which would directly affect Diaceutics (and our clients as applicable), and if required to do so, directly, or indirectly and for any reason whatsoever, shall immediately notify Diaceutics of any such requirement.

22. Your Content: You are solely responsible for the accuracy, content, and legality of Your Content. You represent and warrant that Your Content and its submission by you (or pre-populated by us on your behalf but verified by you) and its use by us in accordance with these Terms will not violate any laws, any third-party intellectual property, privacy, publicity, or other rights, or any of your or third-party policies or terms governing Your Content. You further represent and warrant that all Your Content complies with the Acceptable Use Policy. Other than our express obligations under these Terms, we assume no responsibility or liability for Your Content, and you are solely responsible for Your Content and the consequences of submitting and/ or using it with the DXRX Services.

23. Data Deliverables and Licensing Conditions: In the case of Data Deliverables licensed to you under an Order Form, you shall not use the Data Deliverables (or allow another person, entity or third party) to (i) re-identify or attempt to re-identify one or more data subjects; or (ii) link, combine other data, re-engineer or modify the data in any way that will result in the re-identification of any data subject (including identification of any original source). Further, such license granted to you under an Order Form is conditional upon you having no access to any other health information, e.g., information from patient assistance programs or health portals, that could affect the risk of, and/or facilitate, the re-identification of, the data being licensed by Diaceutics. Further, you shall ensure that all records contained in the Data Deliverables are aggregated when used and/or referenced in internal reports and studies. You agree that it is your responsibility to ensure that your use of the Data Deliverables is compliant with all applicable laws.

24. Data Deliverables and Data Security: You shall implement, use, and enforce reasonable and appropriate technical, physical, administrative, and organizational security measures and safeguards and exercise appropriate access and data use management by way of having relevant and lawful operating procedures and policies in place to ensure your use of the Data Deliverables is compliant with all applicable laws.

25. Transparency Reporting: To the extent Diaceutics is required or instructed by you under an Order Form to make payments on your behalf to any HCP for the purposes of certain DXRX Services e.g., Global Implementation Services, Diaceutics shall provide all details of any such payments to you to enable you to submit the required disclosures to the relevant authorities.

Data Protection

26. Data Protection Law: Both you and Diaceutics shall comply with Data Protection Law.

27. Contribution Content: All Contribution Content must only be provided in an anonymized form so that it does not permit the re-identification of the individuals, patients and/or household whose data constitutes the raw data from which the Contribution Content may be derived. In other words, you and Diaceutics agree that Contribution Content is not intended to, nor shall it, constitute Personal Data. The burden of ensuring that the Contribution Content does not contain any Personal Data remains with you. Your failure to comply with this clause constitutes a material breach, and we reserve our rights to terminate the Agreement. Notwithstanding the foregoing, if we inadvertently Process any Contribution Content containing Personal Data, we do so on your behalf as a Data Processor and we shall Process it only in accordance with clause 31 (Data Processor).

28. Membership Data: In relation to your Membership Data in respect of which you engage with us as a business member to access the DXRX Services, we are a Data Controller. We are always transparent about why we collect Personal Data and what we do with it. For complete details of our Processing of Personal Data including, but not limited to, the purpose(s) for which Personal Data is used, the legal basis for using it (including any exemptions), details of your rights and how to exercise them, please refer to our DXRX Privacy Statement.

29. Member Communications: To the extent that we Process any Member Communications that contains any Personal Data, we are the Data Processor and shall Process it only to the extent necessary to enable us to provide the DXRX Services to you (and your authorized End Users as applicable) and in accordance with clause 31 (Data Processor). 

30. Data Controller. As a Data Controller in respect of Your Content (where applicable)you:

  1. represent and warrant that you have obtained all necessary permissions and authorizations necessary to permit us to Process any Personal Data contained within such content, execute our rights or to perform our contractual obligations;
  2. shall ensure that you are entitled to publish it on the DXRX Network so that we may lawfully perform the DXRX Services; and,
  3. shall ensure that the relevant Data Subjects have been informed of such Processing if required by Data Protection Law.

31. Data Processor. To the extent we Process Personal Data contained within Member Communications (clause 29) and/or Contribution Content (clause 27) in providing the DXRX Services, we do so on your behalf as a Data Processor to the extent necessary to enable us to provide the DXRX Services to you (and your authorized End Users as applicable) and we shall Process it only in accordance with the Data Processing Addendum, which is hereby incorporated into and forms part of the Agreement.

32. Security: We implement and maintain security measures designed to protect Your Content from unauthorized access, destruction, use, modification, or disclosure. See our DXRX Security Policy. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Content including the Personal Data comprised therein caused by any third-party (except those third parties sub-contracted by Diaceutics to perform DXRX Services related to data hosting, maintenance and back-up). If we lose or damage it, your sole and exclusive remedy shall be for us to use reasonable commercial endeavors to restore Your Content that was lost or damaged from the latest back-up maintained by our hosting provider.

33. Special Category Data: You will not Process (or transmit) via the DXRX Services any Special Category Data. You acknowledge that we are not a Covered Entity or Business Associate (as those terms are defined in HIPAA) or a payment card processor. Notwithstanding any other provision to the contrary and to the extent permitted by law, we have no liability under the Agreement for Special Category Data submitted in violation of the foregoing.

Confidential Information

34. Except to the extent that any Confidential Information is:

  1. or becomes generally known to the public (otherwise than by breach herein); or,
  2. already known by the recipient other than pursuant to disclosure from the discloser; or,
  3. is received by a third party without breach of the Agreement;
    the recipient shall keep in strict confidence all Confidential Information that has been disclosed to it by the discloser, its employees, consultants, agents, or subcontractors. The recipient shall only disclose such Confidential Information to those of its Affiliates, employees, consultants, agents, and subcontractors who need to know it for the purpose of discharging the recipient’s obligations under the Agreement and/or in connection with the DXRX Services and shall ensure that such Affiliates, employees, consultants, agents, and subcontractors comply with the obligations of confidentiality as though they are a party to the Agreement. The recipient may also disclose such Confidential Information as is required to be disclosed by law, any governmental, administrative, or regulatory authority or by a court of competent jurisdiction provided that (i) any such disclosures are to the minimum extent possible; and, (ii) the recipient, to the extent permitted by law, provides notification to the discloser that is reasonably prompt under the circumstances, and reasonably cooperates in the discloser’s efforts to seek an appropriate protective order, confidential treatment, or similar remedy limiting the subsequent use and disclosure of any information required to be disclosed. This clause 34 shall survive termination howsoever arising.

Proprietary Rights

35. Pre-Existing Rights: All Pre-Existing Rights belong to and shall continue to belong to Diaceutics Group and/ or its licensors or you and your licensors, as the case may be, and other than the limited rights expressly granted under the Agreement, neither party grants any license of, right in, or makes any assignment of, any of its Pre-Existing Rights.

36. Member Communications; Membership Data: To the extent any Intellectual Property Rights reside within your Member Communications or Membership Data, such belong to, and shall continue to belong to, you and/or your licensors. You grant to Diaceutics Group a non-exclusive, worldwide, royalty-free license, to use, reproduce, publish, display, modify, adapt, translate, create derivative works from and/or incorporate the same into other works in any form, media, or technology, to the extent that this is necessary to enable Diaceutics Group to provide the DXRX Services to you (and your authorized End Users as applicable).

37. Marks: Diaceutics may use your Marks on https://www.diaceutics.com/ and/or https://www.dxrx.io/: (i) in a general listing of clients and/or partners of Diaceutics; (ii) for marketing and promoting the DXRX Network in conjunction with your DXRX Membership profile; or (iii) as reasonably necessary to perform any DXRX Services. You grant to Diaceutics Group a non-exclusive, worldwide, royalty-free license, to use and display your Marks in accordance with this clause. Upon your written request to [email protected], Diaceutics shall remove any such Marks from the DXRX Network and, to the extent commercially and practicably feasible, from Diaceutics’ marketing materials. Other than the foregoing, Diaceutics shall not otherwise use your Marks or make any claim of specific endorsement unless permission is specifically granted by you in writing, and Diaceutics shall consult you in the preparation of any press release or other similar communication that mentions or implies a relationship between us. Any goodwill derived from the use by Diaceutics of your Mark shall accrue to you.

38. Diaceutics Content: With the exception of Your Content submitted to the DXRX Network by you (or pre-populated by us on your behalf), all content, the selection and arrangement of such content on the DXRX Network constitutes Diaceutics Content and is either owned by, or licensed to, Diaceutics Group and is subject to copyright, trademark rights, and other Intellectual Property Rights. Any third-party trade or service marks present in Diaceutics Content are trade or service marks of their respective owners.

39. DXRX Services: Upon registering with us, subject to the Agreement, we grant to you a non-exclusive, non-sublicensable, non-transferable, revocable, and limited right to access and use (and permit the Administrator(s) and authorized End Users as applicable to access and use) the DXRX Services via the DXRX Network (including Diaceutics Content or Diaceutics’ Pre-existing Rights) solely for your internal business. DXRX Services are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. If you require Data Deliverables to be sublicensed to a third-party under a limited use license for a pre-defined purpose and solely for your benefit, Diaceutics will use commercially reasonable efforts to facilitate such request by way of a Third-Party Access Agreement (TPA) to be signed between Diaceutics and such third-party.

40. Contribution Content. Except for the licenses granted hereunder, you reserve and retain and shall solely own, all rights (including Intellectual Property Rights), title and interest in and to the Contribution Content. In consideration of the license granted by us to you at clause 39 (and/or any compensation that may be payable to you pursuant to a Collaboration Opportunity), you hereby grant to:

  1. Diaceutics Group, a worldwide, perpetual, non-exclusive, irrevocable, sublicensable, fully paid-up license to exercise the Licensed Rights in respect of the Contribution Content; and,
  2. other DXRX Members, a worldwide, non-exclusive, irrevocable fully paid-up license to access your Contribution Content to the extent they are accessible by DXRX Members through the DXRX Network and to reproduce, distribute, prepare derivative works of, display, and perform the same to the extent permitted by the functionality of the DXRX Network.

Upon request, you will execute any documents necessary to give legal effect and validity to the titles generated from the exercise of the Licensed Rights granted. Should any legal encumbrance under applicable law prevent Diaceutics Group from exercising ownership rights over the Derived Data and Compiled Products, you grant to Diaceutics Group an exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty free, transferable, and sub-licensable license to exercise the Licensed Rights in respect of the same. You shall promptly give notice in writing to Diaceutics if you become aware of any claim that any of your Contribution Content infringes the rights of any third-party. Diaceutics shall, in its absolute discretion, determine what action (if any) shall be taken (including immediately terminating the Agreement) and you shall indemnify Diaceutics for and against any and all Losses incurred by Diaceutics as a result of such claim.

41. Compiled Products: Diaceutics Group shall solely and exclusively own all rights, title, and interest in and to all Compiled Products and Derived Data, and may in connection with our business freely use, copy, disclose, license, distribute and exploit any Compiled Products and Derived Data in any manner without any obligation, royalty, compensation, or restriction based on intellectual property rights or otherwise.

42. Feedback: From time to time, you may choose to submit Feedback. We may in connection with any of our DXRX Services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty, compensation, or restriction based on Intellectual Property Rights or otherwise. You hereby represent that your Feedback is not to be considered Confidential Information or proprietary, and nothing limits our right to independently use, develop, evaluate, or market any future DXRX Services, whether incorporating Feedback or otherwise.

43.Third-Party Content: Third-Party Content may be used by you at your election; however, we do not endorse such Third-Party Content or accept any responsibility for any such content and cannot therefore guarantee, represent, or warrant that such content is accurate, legal and/or inoffensive or that it will not contain Viruses or otherwise impact your computer. By using Third-Party Content, you agree and understand that you may not make any claim against Diaceutics Group for any Losses whatsoever, resulting from, or in connection with, your (and your End User’s) use of such Third-Party Content.

44. Monitoring: We have no obligation to monitor any of Your Content uploaded to the DXRX Network. Nevertheless, if we deem such action necessary based on your (actual or suspected) violation of the Agreement, we may (with no liability to you):

  1. remove Your Content; or,
  2. suspend your access to the DXRX Services.
    We will use reasonable efforts to provide You with advance notice of removals and suspensions when practicable.

Fees & Payment

45. You acknowledge that where fees are payable in respect of a DXRX Service (e.g., Purchased Services) accessible on or via the DXRX Network, such fees shall be payable pursuant to an Order Form, which shall detail the relevant invoicing and payment obligations and mechanisms (including billing frequency).

46. In the case of a DXRX Service, except as otherwise specified herein or in an Order Form:

  1. the payment of fees is based on the purchase and not the actual usage;
  2. payment obligations are non-cancellable, and fees paid are non-refundable; and,
  3. in the case of a Data Subscription, any Data Subscription purchased cannot be decreased during the relevant Data Subscription term.

47. DXRX Services Invoicing and Payment: You will provide Diaceutics with a valid purchase order or alternative document reasonably acceptable to Diaceutics. You are responsible for providing complete and accurate billing and contact information and for notifying Diaceutics of any changes to such information to enable Diaceutics to send you your invoices. Diaceutics shall invoice at the intervals specified, or on the achievement of the milestones indicated in the Order Form. If no intervals/ milestones are so specified, Diaceutics shall invoice you at the end of each month for the DXRX Services provided that month. Unless otherwise stated in the Order Form, the applicable fees for DXRX Services are payable (in whole or in part) in advance.

48. DXRX Services Overdue Charges: If any invoiced amount is not received by Diaceutics by the due date, then without limiting Diaceutics’ rights or remedies:

  1. those charges may accrue late interest equivalent to the maximum rate permitted by law, and/ or,
  2. Diaceutics may condition the payment of future fees in respect of DXRX Services on payment terms shorter than those initially specified.

Diaceutics reserves the right to suspend your access to the DXRX Services should you fail to pay any outstanding invoice for a period of thirty (30) days or more from the due date.

49. Suspension of DXRX Service; Acceleration and Amalgamation: If any undisputed charge owing by you under the Agreement in respect of one or more DXRX Services is thirty (30) days or more overdue, Diaceutics may, without limiting its other rights and remedies:

  1. accelerate your unpaid fees payable in relation to all other DXRX Services so that all such payment obligations become immediately due and payable; and,
  2. suspend the DXRX Services until such amounts are paid in full, provided that, Diaceutics will give you at least ten (10) days’ prior notice that your account is overdue before suspending the relevant DXRX Services.

If access to the DXRX Service is reinstated, no credit shall be provided in respect of fees paid for any period of non-use for any reason, including suspension of your access as a result of non-payment. Diaceutics may terminate a DXRX Service with no liability to you if any such suspension period continues for a consecutive period of twelve (12) months.

50. DXRX Service Taxes: Applicable fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchase of Purchased Services hereunder. If Diaceutics has the legal obligation to pay or collect Taxes for which you are responsible for under this clause, Diaceutics will invoice you and you will pay that amount unless you provide Diaceutics with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Diaceutics is solely responsible for taxes assessable against it based on its income, property, and employees.

51. Third-Party Supplier Services: Where fees are payable in respect of a Third-Party Supplier Service, such fees shall be payable by us pursuant to an Order Form and Third-Party Supplier Terms, which shall detail the relevant invoicing, payment obligations and mechanisms (including billing frequency).

Term; Termination; Consequences

52. DXRX Membership. You may choose to stop using the DXRX Network and terminate your DXRX Membership at any time for any reason via a request logged in accordance with our DXRX Support Policy. Once we receive notification on this, there will be a thirty (30) day grace period during which you will be able to reactivate the DXRX Account and restore Your Content. Upon expiry of this grace period, your DXRX Account will be permanently deleted from the DXRX Network. If you terminate your DXRX Membership, any DXRX Services shall cease to be provided by us subject to alternative offline arrangements being agreed as applicable.

53. Purchased Services. Subject to sooner termination as provided for herein, the term of each Purchased Service (as applicable) shall be as specified in the Order Form.

  1. Data License: Where a Data License is purchased by a DXRX Member, such license is granted on a non-transferable, non-exclusive, and perpetual basis for the DXRX Member’s internal use subject to the terms set forth herein.
  2. Data Subscription: The term may be for a fixed period of time or for an initial and subsequent renewal terms which shall start on the subscription start date and where subject to automatic renewal terms, shall continue unless and until terminated by either party by serving not less than ninety (90) days written notice prior to the expiration of the then current Data Subscription term.
  3. Refresh Frequency applicable to Data Subscriptions: Diaceutics may at any time during a Data Subscription term terminate the refresh frequency stated in the relevant Order Form for convenience. You shall be entitled to claim during your Data Subscription term in question a pro-rated refund of any relevant fees pre-paid for the refreshes not provided, calculated in good faith and over the then current Data Subscription term. Unless otherwise subsequently agreed between us in writing, despite the cessation of the data refreshes, the Data Subscription term shall continue until one of us serves notice to terminate in accordance with clause 53(a) (Data Subscription).
  4. Data Tools; DXRX Network Access; Access to certain Data Deliverables: In the case of Data Tools, the data fields within a Data Tool are determined by Diaceutics and may be amended from time to time by Diaceutics at its sole discretion without notice or liability to you. Unless otherwise stated in the applicable Order Form, you may terminate your access to Data Tools, DXRX Network Access or access to certain Data Deliverables at any time by informing us in writing via the contact details set out in the DXRX Support Policy or via your dedicated Diaceutics representative. Diaceutics may terminate or suspend any such access for any reason with one (1) month notice, but no earlier than three (3) years from the relevant date of purchase. If your access is terminated prematurely by Diaceutics for convenience, you shall be entitled to claim, during the Data Subscription Term in question, a pro-rated refund of any relevant fees paid calculated over a period of three (3) years from the date of purchase. There will be no refund if you (a) materially breach any terms of the Agreement or applicable Order Form; (b) you terminate your DXRX Membership for convenience; or (c) where access to the Data Deliverables is made at no additional charge (in which case the three (3) years referred to in this clause shall not apply and Diaceutics may terminate or suspend such access for any reason with one (1) month).

54. Free Services: You agree that Diaceutics, in its sole discretion and for any or no reason, may terminate your access to the Free Services or any part thereof. You agree that any termination of your access to the Free Services may be without prior notice, and you agree that Diaceutics will not be liable to you or any third party for such termination.

55. Suspension or termination by Diaceutics: We reserve the right to suspend or terminate your use of the DXRX Network (including where your DXRX Account has been inactive for a continuous period of twelve (12) months), bar you from future use of the DXRX Network and/or take appropriate legal action against you should you breach or violate the Agreement with no liability to you.

56. Termination for cause. Either party may terminate the Agreement or an Order Form (or part thereof) for cause (i) upon thirty (30) calendar days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or, (ii) if the other party becomes unable to pay its debts.

57. On termination of the Agreement or any Order Form (or part thereof) for any reason:

  1. all rights and obligations granted immediately terminate subject to (i) clause 60 (Survival); and (ii) any arrangements (offline or otherwise) having been put in place between us, as applicable; and,
  2. you must cease using the applicable terminated DXRX Services and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf.

58. The information you may have posted on the DXRX Network or shared with other DXRX Members is not stored in your DXRX Account (for example, when posting on the Project Zone or communicating with other DXRX Members). Such information remains visible on the DXRX Network after you delete your DXRX Account. Your business entity name, to the extent it is public information, may still show up on the DXRX Network search engine and/or landing page.


59. In no event will termination relieve you of your obligation to pay any applicable DXRX Service fees payable for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in the Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under the Agreement, by law or otherwise.

60. Subject to the limitations and other provisions of the Agreement, both parties’ rights, remedies, obligations, or liabilities as at termination, or the continuation after termination of any provision expressly stated to survive or from its nature or context it is contemplated that it is to survive, shall not be affected or prejudiced and shall remain in full force and effect notwithstanding such termination. No action arising out of or in connection with the Agreement may be brought by you more than twelve (12) months after (i) the date of the event from which the claim (or series of related claims) arose; or, (ii) termination of your DXRX Membership (whichever is the sooner).


61. Third-Party Supplier Services: The term, termination and termination consequences of any Third-Party Supplier Service shall be as described in the Third-Party Supplier Terms.

Liability

62. You hereby warrant, represent, and undertake to us that you shall comply with all your obligations set out under the Agreement.

63. Diaceutics shall indemnify you against all direct liabilities, costs, expenses, damages and losses and reasonable legal costs and expenses suffered or incurred by you to the extent caused by any claim made against you for actual infringement of a third party's Intellectual Property Rights arising out of or in connection with your license to use the DXRX Network and utilize the DXRX Services in accordance with the Agreement. The foregoing indemnification obligation of Diaceutics will not apply to the extent the applicable claim is attributable to:

  1. the modification of the DXRX Service by any party other than Diaceutics or based on your specifications or requirements;
  2. the combination of the DXRX Service with products, materials or processes not provided by Diaceutics nor reasonably contemplated by us;
  3. any use of the DXRX Service in non-conformity with the Agreement; or
  4. any action arising as a result of Your Content. This clause sets forth your sole remedy with respect to any claim of intellectual property infringement.

64. As a DXRX Member, you bear the legal risk and consequences associated with your actions or inactivity (as the case may be) and you shall indemnify and hold harmless Diaceutics Group on demand, and shall keep each of them fully and effectively indemnified against any and all Losses imposed on, incurred by or claims asserted against any member of Diaceutics Group (other than and to the extent that any Losses arise directly from breach of the Agreement by Diaceutics or Diaceutics’ negligence), arising out of or in connection with::

  1. any claims or disputes brought by a third party arising out of your use of the DXRX Services;
  2. any Contribution Content generated or made available via the DXRX Network by you (or your End Users as applicable);
  3. your submission or inclusion of Personal Data in breach of the Agreement; and,
  4. your infringing any third-party Intellectual Property Rights or other proprietary rights.

65. In the event that the DXRX Network suffers an under performance of the guaranteed uptime availability target in respect of the DXRX Services purchased by you, your sole and exclusive remedy shall be Service Level Credits (where applicable) as set out in the DXRX Support Policy.

Limitation of Liability

66. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS PROVIDED UNDER THE AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OR DEPLETION OF PROFITS, BUSINESS, GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF CONTRIBUTION CONTENT, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING UNDER THE AGREEMENT.

67. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT AND TO THE MAXIMUM PERMITTED BY APPLICABLE LAW:

  1. IN THE CASE OF A FREE TRIAL OR FREE SERVICE, WE SHALL HAVE NO LIABILITY TO YOU; AND
  2. OUR MAXIMUM AGGREGATE LIABILITY TO YOU ARISING UNDER OR IN CONNECTION WITH A PURCHASED SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO US UNDER THE RELEVANT ORDER FORM DURING THE TWELVE (12) CONTINUOUS MONTHS IMMEDIATELY PRECEDING THE DATE UPON WHICH THE RELATED CLAIM AROSE.

68. THE PARTIES EXPRESSLY AGREE THAT IF ANY LIMITATION OR PROVISION CONTAINED OR EXPRESSLY REFERRED TO IN THE AGREEMENT IS HELD TO BE INVALID UNDER ANY APPLICABLE LAW, IT SHALL, TO THAT EXTENT, BE DEEMED OMITTED IN ACCORDANCE WITH CLAUSE 81 (SEVERANCE).


General

69. Assignment: The Agreement shall be binding on and inure to the benefit of each of DXRX Member and Diaceutics and their respective successors and assigns. You shall not assign or sub-contract any of your rights or obligations under the Agreement (in whole or in part) without the prior written consent of Diaceutics. Diaceutics shall be entitled to assign or subcontract any of its rights or obligations under the Agreement in whole or in part.

70. Disputes: All disputes between the parties arising out of or relating to the Agreement or the breach, termination or validity thereof shall be referred by either party in writing, first to each party’s authorized representative who shall endeavor to resolve the dispute within a period of ten (10) Business Days from the date of referral of the dispute to them. Failing resolution, the party’s respective chief officers shall be informed who shall endeavor to resolve the dispute within a period of twenty (20) Business Days. If the dispute is still not resolved after service of such notice to the respective chief officers, the dispute shall be resolved in accordance with clause 77 (Diaceutics Entity, Governing Law and Jurisdiction).

71. Enforceability: If any one or more of the provisions of the Agreement or the application thereof to any party is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the Agreement shall be construed as if such invalid, illegal, non-binding, or unenforceable portion had never been contained herein and the remaining portions hereof or applications to a party shall remain in full force and effect.

72. Entire Agreement: Subject to clauses 9 (Offline Agreement) and 10 (Conflict), the Agreement constitutes the entire agreement between you and Diaceutics relating to your use of the DXRX Service(s) and any other subject matter covered by the Agreement and supersede all prior or contemporaneous oral or written communications, proposals and representations. Except for an Offline Agreement, no provision of any standard purchase order terms generated by you will apply, supersede, or supplement the Agreement, and any such document will have no legal effect.

73. Reviews and Ratings: You may be asked to provide reviews which shall influence a DXRX Member’s success and ratings on DXRX. Where you have provided such reviews, you hereby consent to us publishing such reviews which shall be freely accessible by all DXRX Members. DXRX Members must not falsify reviews, manipulate, or coerce another DXRX Member by threatening negative reviews or offer incentives in exchange for a positive review. Any attempts of this nature should be reported immediately to us. We are not legally responsible for any review comments posted or made available on the DXRX Network under any circumstances and generally does not monitor or censor review comments or the opinions expressed. Notwithstanding this, in order to protect the integrity of the review system and protect individuals from abuse, we reserve the right (but are under no obligation) to remove posted reviews or information that, in our sole judgment:

  1. violates the Agreement; or,
  2. negatively affects the DXRX Network or the reputation of the B2B venue that DXRX offers; or,
  3. is reported as defamatory, abusive, or offensive.

A DXRX Member publishing reviews may be held legally responsible for damages suffered by other DXRX Members or third parties as a result of its remarks if such remarks are legally actionable or defamatory.

74. Force Majeure: Neither party shall have liability to the other party under the Agreement (except for a failure to pay applicable fees) if it is prevented from, or delayed in, performing its obligations under the Agreement, or from carrying on its business, by one or more Force Majeure Events provided that the other party is notified of such and the expected duration.

75. Remedies: The rights and remedies provided under the Agreement are in addition to, and are not exclusive of, any rights or remedies provided by law.

76. Inadequacy of damages: Without prejudice to any other rights or remedies that a party may have, the other party acknowledges and agrees that damages alone may not be an adequate remedy for any breach of the terms of the Agreement by the defaulting party. Accordingly, the affected party shall be entitled to the remedies of injunction, specific performance, or other equitable relief for any threatened or actual breach of the terms of the Agreement.


77. Diaceutics Entity, Governing Law and Jurisdiction: The Diaceutics entity entering into the Agreement, the address to which a DXRX Member should direct notices under the Agreement, the law that will apply in any proceedings arising out of or in connection with the Agreement, and the courts that have jurisdiction over any such proceedings, depend on where the DXRX Member is domiciled.

If the DXRX Member is domiciled in:

Diaceutics entity entering into the Agreement is:

Notices should be addressed to:

Governing law is:

Courts with exclusive jurisdiction are:
A country in Europe, the Middle East or Africa, other than the United Kingdom
Diaceutics Ireland Limited
Creative Spark, Clontygora Ct, Muirhevnamore, Dundalk, County Louth
Republic of Ireland
Dublin, Republic of Ireland
A country in Asia or the Pacific region
Diaceutics Pte. Ltd.

6 Temasek Boulevard #29, Suntec Tower Four, Singapore 038986

Republic of Singapore

Republic of Singapore

United Kingdom
Diaceutics PLC
First Floor, Building Two, Dataworks at Kings Hall Life Sciences Park, Belfast, County Antrim, Northern Ireland BT9 6GW
Northern Ireland
Belfast, Northern Ireland
The United States of
America, Brazil, Canada,
Mexico or a Country in
Central or South America or the Caribbean
Diaceutics Inc.
2001 US-46 Waterview Plaza, Suite 310, Parsippany-Troy Hills, NJ 07054
State of Delaware
State of Delaware
All notices must include an email copy to: [email protected]


78. Notices: All communications and notices given or made pursuant to the Agreement shall be in writing and in English and will be deemed received (i) when delivered personally, (ii) on the first Business Day after delivery by email with proof of delivery or (iii) five (5) Business Days from the date mailed, if sent by registered or certified mail. Notices will be addressed and sent to the relevant address above unless updated by Diaceutics by notice in writing. Billing-related notices to you shall be addressed to the relevant billing contact (if any) designated by you. All other notices to you shall be made through your DXRX Account. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing.

79. Language. If we provide a translation of the English language version of the Agreement or any part thereof, the English language version will control if there is any conflict.

80. Status: These Terms are not intended to create any partnership or joint venture relationship between Diaceutics and you or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name of, or on behalf of, or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

81. Severance: If any provision or part-provision of the Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to, or deletion of, a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement. If one party gives notice to the other of the possibility that any provision or part-provision of the Agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Definitions & Interpretation

  1. In these Terms (except where the context otherwise requires) the following words shall have the following meanings:  

    Administrator(s)

    refers to the DXRX Member(s) who has been allocated administrative privileges to access and use the DXRX Services via the DXRX Network.

    Affiliate(s)

    of a party means any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a party, whether through the ownership of voting securities, by contract or otherwise.

    Agreement
    means these DXRX Terms, the Related Terms and any Service-Specific Terms or Third-Party Supplier Terms as applicable and any exhibits, schedules and addenda attached thereto.

    Anonymized

    means the process of turning data into a form which does not relate to an identified or identifiable natural person or household or to Personal Data rendered anonymous in such a manner that the Data Subject or a household is not or no longer identifiable in any way, and such data must be completely incapable of being re-identified by any party.

    Business Day

    any day which is not a Saturday, Sunday or public holiday in the UK. 

    Collaboration Opportunity(ies)
    refers to an opportunity within the Project Zone which is advertised by a DXRX Member (or by Diaceutics on your behalf) or by Diaceutics on its own behalf on the DXRX Network.
    Compiled Products

    refers to all products and services created, licensed, or commercialized by Diaceutics Group utilizing the Derived Data and methods and techniques applied thereto (whether in conjunction with other clinical data or not and on any form, media, or technology) including all Intellectual Property Rights arising in the same.
    Confidential Information
    information that is non-public, confidential, proprietary, or non-proprietary information, whether oral or written, disclosed (in whatever medium and whether directly or indirectly) and whether created, discussed, written, recorded, shared, or disclosed as from the Effective Date and/ or during the subsistence of the Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Examples of Confidential Information may include (but are not limited to) Order Forms, pharmaceuticals project proposals, any technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature, and results of any performance tests of the DXRX Services (including all characteristics and features of the DXRX Network). For the avoidance of doubt, certain business profiles featured on the DXRX Network, Contribution Content and Member Communication are not Confidential Information.
    Contribution Content

    means any content, data, and information (e.g., assay information) that you post, upload, share, submit, or otherwise provide in any manner to or via the DXRX Network, to Diaceutics, use with the DXRX Services and/or in relation to a Collaboration Opportunity.
    Data Controller; Data Processor; Data Subject

    as defined in the relevant Data Protection Law.
    Data Deliverables

    means Data Subscription, Data License, and/or any other data license deliverables described in the relevant Order Form, which are (or may be) accessible via the DXRX Network.
    Data License
    refers to a one-time license of one or more data sets (as described within an Order Form) compiled, created, or generated using our databases and/or data licensed to Diaceutics Group directly, which can be made available via the DXRX Network at the DXRX Member’s option.

    Data
    Protection Law

    means any law, rule, regulation, decree, statute, or other enactment, order, mandate, or resolution, applicable to either party relating to data security, data protection and/or privacy, including:

    1. Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data (GDPR);
    2. the Data Protection Act 2018;
    3. the Privacy and Electronic Communications (EC Directive) Regulations 2003;
    4. the California Consumer Privacy Act of 2018 (CCPA);
    5. the Health Insurance Profitability and Accountability Act (HIPAA);
    6. the Federal Trade Commission Act (FTC); 
    7. the Personal Data Protection Act 2012 (Singapore); 
    8. any other applicable law relating to the processing, privacy and/or use of personal data including security (as defined in herein), as applicable to either party;
    9. any implementing, derivative or related legislation thereof, rule, regulation, and regulatory guidance or codes of practice issued by any governmental authority with jurisdiction over either party (all as amended, extended, repealed and replaced, or re-enacted from time to time); and/or,
    10. any laws or otherwise that replace, extend, re-enact, consolidate, or amend any of the foregoing.
    Data Subscription
    refers to the cloud-based data subscription to certain data sets compiled, created, or generated using our databases and/or data licensed to Diaceutics Group directly, which can be enriched, updated, refreshed, and maintained via the DXRX Network, during a subscription term, in accordance with the scope as described within the relevant Order Form.
    Data Tool(s)
    refers to our data analytics tools built upon the Diaceutics Method® as listed in a relevant Order Form, accessible via the dashboard within your DXRX Account.

    Derived Data

    means all data and/or information (including ideas or concepts) and all Intellectual Property Rights arising out of or in connection with the exercise of the Licensed Rights, including improvements, modifications, derivative works, adaptations, enhancements, or upgrades to such data and/or Compiled Products.

    Diaceutics Content

    refers to the proprietary data, text, software, code, scripts, music, sound, photos, graphics, videos, messages, tags, interactive features, or other materials and content including all Intellectual Property Rights therein (whether owned by Diaceutics Group or licensed to Diaceutics Group) residing on the DXRX Network in addition to the content inputted by Diaceutics from time to time for the purpose of using the DXRX Services or facilitating the DXRX Services (which may or may not include Personal Data). Diaceutics Content does not include Your Content.

    Diaceutics, we, us or our
    means the relevant Diaceutics entity described in the “Diaceutics Entity, Notices, Governing Law and Jurisdiction” section
    Diaceutics Group

    means Diaceutics and its Affiliates.

    DXRX Account

    refers to the online account accessible by way of a DXRX Login via the DXRX Network.

    DXRX Login

    refers to the unique login credentials pertaining to your and/or any End User’s access to the DXRX Network.

    DXRX Member, you or your

    refers to:

    1. in the case of an individual accepting the Agreement on his or her own behalf, such individual operating in a business as opposed to a personal capacity; or,
    2. in the case of an individual accepting the Agreement on behalf of a business entity, the business entity for which such individual is accepting the Agreement; or,
    3. an End User of the business entity at (b);

    DXRX Membership

    refers to your (and that of your authorized End Users) registration to the DXRX Network.

    DXRX Network

    refers to Diaceutics’ proprietary software-as-a-service platform, DXRX – The Diagnostic Network®, from where the DXRX Services can be accessed by way of the DXRX Login.

    DXRX Network Access

    refers to the additional permissions or access on the DXRX Network, which provides you with a pay-to-play arrangement whereby you can participate, interact, and collaborate on the DXRX Network with other DXRX Members and/or obtain materials from the DXRX Network.

    DXRX Services

    refers to DXRX Network and all services that may be made available by Diaceutics on the DXRX Network, including but not limited to:

    1. Data License;
    2. Data Deliverables;
    3. Data Tools;
    4. DXRX Network Premium Access;
    5. Global Implementation Services (or TES); and
    6. Professional Services, as applicable which may be delivered via and/ or outside of the DXRX Network.

    End User(s)

    where applicable to your DXRX Membership, means your authorized users e.g., your employees, consultants, agents, and contractors who are authorized to use the DXRX Services.

    Feedback

    means comments, questions, ideas, suggestions, or other feedback relating to the DXRX Service.

    Force Majeure Event

    any happening or event beyond the reasonable control of the party concerned including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Diaceutics or any other party), failure of a utility service or transport or telecommunications network, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, any act of nature including fire, flood, earthquake, windstorm or other natural disaster; war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination or sonic boom; fire, explosion or accidental damage; extreme adverse weather conditions; pandemic or epidemic or other health disaster, mandatory compliance with any law (including a failure to grant any license or consent needed or any change in the law or interpretation of the law) which results in a failure or delay in the performance of that party’s obligations.

    Free Services
    refers to those DXRX Services made available by us to a DXRX Member as set out in a relevant Order Form at no charge on or via the DXRX Network as distinguished from Purchased Services or those provided pursuant to a Free Trial.
    Free Trial
    refers to a duration of one (1) month (unless otherwise agreed in writing which may be by way of an Order Form) during which a DXRX Member is granted access to one or more DXRX Services at no charge for the purposes of evaluation prior to committing to Purchased Services.
    Global Implementation Services or TES
    refers to implementation services provided by Diaceutics in accordance with the scope as described within the relevant Order Form, and may include:
    1. laboratory training and coaching services tailored to specific biomarker testing needs;
    2. laboratory troubleshooting and technical support designed to solve specific testing challenges;
    3. test standardization;
    4. test quality assessment (e.g., accredited EQA training and assessment for laboratories to maintain superior testing quality at critical stages throughout test development and commercialization);
    5. test education/awareness (e.g., educational content creation by domain experts);  
    6. test report optimization;
    7. test reimbursement;
    8. test announcement (e.g., mechanism to announce the need to test patients); and/or
    9. test regulation (e.g., mechanism to support biomarker testing access through pharma sponsored regulation programs).

    HIPAA

    means the Health Insurance Portability and Accountability Act, as amended, and supplemented.

    Intellectual Property Rights

    patents, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

    Licensed Rights

    means, in respect of the Contribution Content, the rights to use, analyze, observe, interpret, load, execute, store, transmit, display, compile, copy, perform, repackage, convert, adapt, develop, distribute or sublicense copies of, operate as a service, maintain, modify, improve, upgrade, enhance, develop, alone or together with other data provided by any third party, for any and all purposes, including without limitation,  for evaluation, analysis, research, use in connection with Diaceutics Group business, efforts to develop, market, promote, offer, sell, license or commercialize products and services with and/or for pharmaceutical, diagnostic companies or any other companies (including the right to create Derived Data and Compiled Products including derivatives of the same).

    Losses

    refers to liabilities, costs, expenses, demands, actions, liens, fines, third party claims, damages, and losses (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses).

    Malicious Code

    means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
    Marks

    refers to the trade names, trademarks, service marks, corporate names, brands, symbols, designs, logos, or designs (whether registered or unregistered) used in connection with the DXRX Services to designate the origin or source of the goods or services of a DXRX Member.
    Member Communications
    refers to communications between DXRX Members facilitated via the Project Zone (which may or may not include Personal Data pertaining to DXRX Members, End Users, or other persons).

    Membership Data

    means information about you, DXRX Members, End Users, Administrators that you provide to us (or we populate on your behalf as verified by you) in connection with the creation, administration and/or management of your DXRX Account, during any communications you may have with us regarding DXRX Services and/or Collaboration Opportunities (e.g., via chat forums, live chats). For example, Membership Data includes registration information, names, business and user profiles, email addresses, phone numbers, mailing addresses, usernames, passwords, DXRX Account settings and preferences, and any billing information associated with your DXRX Account or DXRX Services.

    Offline Agreement

    means the mutually negotiated offline legally binding agreement entered into between a Diaceutics entity and you (e.g., a master services agreement and its associated statements of work or single service/project agreement or advisor agreement).

    Order Form

    means an order form or document (made available offline or via an online portal on DXRX Network) specifying the:
    1. DXRX Services to be provided by Diaceutics to you, along with the applicable deliverables, milestones, and fees, including any addenda and supplements thereto; or
    2. as applicable, Third-Party Supplier Services to be supplied by you (as service provider) to Diaceutics, along with the applicable deliverables, milestones, and fees, including any addenda and supplements thereto.

    Personal Data

    as defined in the relevant Data Protection Law.

    Pre-Existing Rights

    means any rights including Intellectual Property Rights made, owned, controlled, developed, created, conceived, authored, invented, or reduced to practice by a party, its respective or licensors (a) prior to your registration on the DXRX Network as a DXRX Member; and/ or (b) independent of another party’s Confidential Information.

    Processing

    has the meaning given in the relevant Data Protection Law from time to time which includes the act of doing anything with Personal Data e.g., collecting, sharing, storing, deleting (and related expressions, including Process, Processed and Processes shall be construed accordingly).

    Professional Services

    refers to consulting and/or other professional services provided by Diaceutics to you in accordance with the Professional Services Terms and the scope as described within the relevant Order Form.

    Professional Services Terms
    refers to the Professional Services Terms applicable to the consulting and/or other professional services provided by Diaceutics to you.

    Project Zone

    refers to the policies and other terms that may be applicable to the DXRX Services such as those listed above at clause 2 (including as amended, superseded, or replaced by Diaceutics from time to time).

    Purchased Services

    refers to the policies and other terms that may be applicable to the DXRX Services such as those listed above at clause 2 (including as amended, superseded, or replaced by Diaceutics from time to time).

    Related Terms

    refers to the policies and other terms that may be applicable to the DXRX Services such as those listed above at clause 2 (including as amended, superseded, or replaced by Diaceutics from time to time).

    Service Level Credits

    refers to a credit provided to you for any under performance of the guaranteed uptime availability target in respect of the DXRX Network as referred to in the DXRX Support Policy.

    Service-Specific Terms

    refers to the additional terms and conditions that apply to certain DXRX Services.

    Special Category Data

    means any special categories of Personal Data as defined under the relevant Data Protection Law.

    Terms

    refers to these DXRX Terms.

    Third-Party Content

    means any software (including machine images), hyperlinks, website links, data, text, audio, video, or images made available to you by any other DXRX Members (excluding your End Users) on the DXRX Network or in conjunction with DXRX Services.

    Third-Party Supplier Services

    refers to the services as described in the relevant Order Form supplied by you (in your capacity as the service provider) to Diaceutics, including but not limited to the supply of data, healthcare tools (diagnostics, devices, apps), curation of precision medicine technology, key opinion leader or scientific advisor services, consulting and/or other professional services, as applicable which may be delivered via and/ or outside of the DXRX Network.

    Third-Party Supplier Terms
    refers to the Third-Party Supplier Terms, applicable if you are a service provider supplying Third-Party Supplier Services to Diaceutics.
    Virus(es)
    anything or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

    Your Content

    refers to your Contribution Content, Membership Data and Member Communications that are contributed by you and/or your End Users or populated by us on your behalf (as verified by you).