SK&A DATABASE LICENSE AGREEMENT
(SK&A Live Access Test)
Duration (Annual & Volume Usage Agreements)
This agreement is effective from the date above and shall remain in force for a term of 14 days unless otherwise terminated
in accordance with the provisions contained herein. Following the Initial Term of 14 Business Days, as used herein, Term
shall mean the Initial Term and any renewal term.
License
These Terms of Use govern your access and use of this SK&A Live Access website. Please read these Terms of Use carefully
before using the SK&A Live Access Website. By using the SK&A Live Access Site, you agree to these Terms of Use. If
you do not agree to these Terms of Use, you may not use the SK&A Live Access Site. These Terms of Use are in addition to
the specific terms and conditions that apply to the products or services offered by SK&A, A Cegedim Company.
Customer shall have the use of the licensed data for Test marketing, database marketing, telemarketing, marketing analysis,
or any other purpose described below. Unless otherwise provided for in this agreement, this database is licensed for a Test.
If the company has multiple subsidiaries or divisions, use of the license is limited to the company described above only.
Upon completion of the authorized use of the database the client shall (1) delete all Licensed Data from its database and
files; (2) return all copies to SK&A; and (3) cease any and all use of the Licensed Data. The Customer acknowledges that
Licensed Data will not be used to compile, verify, edit, enhance, update or publish any other directory, database or
information medium including but not limited to mailing lists, guides, internet directories and web sites for value or not,
for any party other than the Customer.
As data is viewed from the SK&A Live Access program, that specific data selection can be used by the client for a Test
(14) days from\which the Customer was given access to the SK&A Live Access program.
SK&A Live Access Test
Customer shall have access, from the locations and by the specified users indicated below, to the SK&A Live Access
system. Users may utilize selection criteria in order to determine counts and assist in making final data selections, but
will have limited viewing capability while browsing the database (Candidate Summary Page). Only when data is identified and
the Physician Detail Page is displayed will the client have complete access to all data elements; and only then will all
fields become viewable by the client. This is to give the client search capabilities of the entire database and to protect
SK&A data from unlicensed use.
Price
For the use of SK&A’s Licensed Data, access to the SK&A Live Access program and in consideration for participation in
the Beta Test Customer agrees to pay SK&A fees set forth below:
- Cost Per Record = no charge
- Number of Records =
- Total Cost = no charge
Payment terms: Client agrees that there will be no charge for participation in the SK&A Live
Access program 14 day trial period only. Customer agrees to be responsible for and pay and discharge when due any and all
federal, state and local sales, use or other such tax that may be levied, assessed, imposed or charged in connection with the
performance of this Agreement. Customer hereby agrees to indemnify and hold SK&A harmless against any loss, damage,
interest assessed or penalty whatsoever in any way arising from the failure of Customer to pay such tax or SK&A failure
to collect such tax from Customer.
Seeds
Customer understands there are unique seed names, addresses, fax numbers and phone numbers which will be assigned only to the
Customer's list. Any subsequent use and receipt of mail, phone calls or fax transmissions at any of the Customer's seeds,
outside of the scope of this Test agreement will be construed by SK&A as an unauthorized use and be deemed a breach of
the terms of this Test Agreement. The Customer will be notified if SK&A has detected an unauthorized use of the SK&A
Live Access Test database. Following such detection, the Customer will be liable for $5 for each record viewed up to a
maximum of $10,000. Each test user will be given a limit of 2,000 records to view through SK&A Live Access.
Ownership
SK&A is the sole owner, copyright holder or licensed distributor of all data covered in this agreement. Customer
acknowledges that ownership to the data licensed in this agreement remains with SK&A and that customer has no right of
use, ownership, distribution or transmittal outside the purposes described in this agreement. Customer understands that
SK&A data represents original, confidential, proprietary, and copyrighted information and SK&A’s proprietary rights,
including, but not limited to, copyright in the SK&A data are not assigned or released as a result of this Agreement.
Customer will not contest or challenge SK&A’s rights to or ownership of the SK&A data at any time during or after the
term of this Agreement. Customer agrees that all SK&A data and all media on which the SK&A data is contained shall
remain the property of SK&A. This Paragraph shall survive the termination of this Agreement. By acceptance of this
agreement, Customer also acknowledges awareness that SK&A copyrights all copyrightable material in the list profile
pursuant to the Annual Database Agreement.
Responsibilities of Customer
Customer will take reasonable precautionary measures to store the Test database in its original form at its primary place of
business and protect the Test database from theft or misuse. In any case, SK&A’s total liability for any mistakes or
errors will not exceed the amount paid to SK&A for the database license agreement or the amount paid for licensing
SK&A information for a particular campaign, whichever is less. If any error is not reported within 14 days both parties
agree that the database has been accepted. Customer may not, without obtaining permission from SK&A, disclose to any
third party that SK&A is the Licensed Database provider. Customer agrees to use database in compliance with state and
federal laws, privacy and protection laws including the Fair Credit Reporting Act.
Termination
SK&A may terminate this Agreement for any reason by giving Three (3) days written notice. If either party commits any
material breach of this Agreement, the other party may terminate by giving the defaulting party Three (3) days written
notice. If the defaulting party fails to remedy such breach within the Fourteen day period, this Agreement will terminate. If
either party becomes insolvent or makes an assignment for the benefit of creditors or a receiver or similar officer is
appointed to take charge of all or part of its assets, the other party may immediately terminate this Agreement by giving
written notice. The customer will provide to SK&A a written request to terminate the agreement. In this event the
Customer will reimburse SK&A all applicable run charges The customer will then send all data back to SK&A with a
letter guaranteeing that all SK&A data has been purged from the customer system.
Representations and Warranties
This site is licensed AS IS without warranty to the Customer. SK&A does not warranty that the Licensed site will meet
Customers program requirements or operate error free in your processing environment. Customer recognizes that the SK&A
data is collected by SK&A and while SK&A believes the SK&A data to be accurate, SK&A MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. Except for SK&A’s indemnification obligations regarding third party intellectual property infringement claims
set forth in this Agreement, in no event shall liability for any damages, regardless of the form of action, exceed the monies
paid by Customer to SK&A for the use of the SK&A. Except for SK&A’s indemnification obligations regarding third
party intellectual property infringement claims set forth in this SK&A Live Access Test Agreement, under no circumstances
shall SK&A be liable for incidental, consequential, special, or exemplary damages of any kind or for lost profits.
You will be responsible for the content of any material you enter on the SK&A Live Access Site. SK&A Live Access has
no responsibility for the content of any messages or information posted by users, or for the content of information of third
parties on the Internet, even if accessed through the SK&A Live Access Site. However, SK&A Live Access retains the
right, which it may or may not exercise in its sole discretion, to review, edit or delete any material that SK&A Live
Access deems to be illegal, offensive or otherwise inappropriate.
You may be able, through hypertext or other computer links, to gain access to other sites on the Internet that are not part
of the SK&A Live Access Site. SK&A Live Access makes no representations, warranties or endorsements with respect to
any web site that may be accessed from a SK&A Live Access Site. When you access a non-SK&A Live Access site, please
understand SK&A Live Access has no control over the content or information at that site. It is your responsibility to
protect your system from such items as viruses, worms, Trojan horses and other items of a destructive nature.
You may not robotically or otherwise automatically collect information from a SK&A, A Cegedim Company Site. SK&A, A Cegedim Company, has the right to amend these Terms of Use at any time upon 3days notice. Such amendments shall be
effective immediately upon posting. You agree to review the SK&A, A Cegedim Company Site periodically to be aware
of any such amendments. Your continued use of SK&A Live Access Site after such amendments have been made shall constitute
acceptance of the amendments. No part of the SK&A Live Access Site may be reproduced, modified, or distributed in any
form or manner without the prior written permission of SK&A, A Cegedim Company. You may access SK&A Live
Access. Privacy Policy from the SK&A, A Cegedim Company Site.
Limits of Liability 3rd Party Lists: SK&A, A Cegedim Company, is not liable for any losses
or damages claimed through the use of our lists, or mailing services or lists that were compiled by other companies and
rented out by us, or for any consequential or special damages. Under no circumstances shall our liability exceed the invoice
cost of lists or the invoice cost of our mailing services. Compiled lists from various mailing lists of independent
publishers and direct mail marketers cannot be guaranteed deliverable nor can the outcome of any mailing be guaranteed for
delivery. We are not liable for any other damages or losses incurred through the list(s) provided. For additional
information see our Business Terms & Conditions online: www.skainfo.com
Indemnification
SK&A provides the Licensed Data for lawful purposes only and expressly forbids the use of any Licensed Data in any
unlawful manner. CUSTOMER MUST USE THE LICENSED DATA IN ACCORDANCE WITH ALL APPLICABLE LOCAL, STATE, FEDERAL AND FOREIGN LAWS
AND REGULATIONS, INCLUDING, BUT NOT LIMITED TO, THE TCPA. A breach by Customer of this section is grounds for immediate
termination of this Agreement by SK&A.
Customer shall indemnify and hold SK&A, its affiliates, successor organizations, directors, officers, shareholders,
partners and employees harmless from and against any claims, damages, liabilities, costs and expenses (including, without
limitation, reasonable attorney’s fees and court costs) (collectively, the “Claims”) arising out of (1) Customer’s use of
facsimile numbers, (2) Customer’s use of the Licensed Data or (3) Customer’s violation of any laws or regulations applicable
to the Licensed Data or the use thereof, including, but not limited to, the TCPA. The Company will indemnify SK&A
against any liability arising from the actions of a third party. Customer shall, at its own expense, defend SK&A against
any Claim provided that (a) SK&A promptly notifies Customer of any Claim; (b) Customer has sole control of the settlement
or defense action against SK&A to which this indemnity relates; and (c) SK&A reasonably cooperates with Customer to
facilitate such settlement or defense. Notwithstanding the foregoing, Customer may not settle any Claim or consent to any
judgment without first obtaining the written consent of SK&A, such consent not to be unreasonably withheld, and SK&A
may participate in its own defense at its own expense. This paragraph shall survive the expiration or termination of this
Agreement.
Notices
All notices required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in
this Agreement or such address as the recipient may designate by notice given in accordance with the provisions of this
Paragraph. Any such notices may be delivered by hand or by first-class or pre-paid letter or facsimile.
Audits
SK&A may, from time to time, conduct audits to determine Customer's compliance with this Agreement. Customer will
cooperate in all such audits. SK&A may conduct audits at Customer's facilities during normal business hours upon
reasonable notice to Customer. All information gathered in such audits shall be deemed confidential and will not be disclosed
by SK&A to any third party absent court process or a material breach of this Agreement. All costs of the audit shall be
borne by SK&A unless an audit reveals a material breach of the Agreement; in that event, in addition to any other damages
to which SK&A may be entitled to collect from Customer, Customer shall be liable to SK&A for the cost of the audit.
Governing Law
This agreement is entered into in the State of California and its provisions shall be construed in accordance with the laws
of California. In addition, any dispute, controversy or claim arising out of or in connection with this agreement and any
subsequent amendments, including its valid conclusion, binding effect, interpretation, performance, breach or termination,
and tort claims shall be referred to courts of competent jurisdiction located in Orange County, California. The prevailing
party in any action concerning this Agreement shall be entitled to recover, in addition to damages, reasonable costs
including attorney's fees.
Entire Agreement
This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire
agreement between the parties relating to the subject matter hereof. No addition or modification of any provision of this
Agreement shall be binding upon the parties unless made by a written instrument signed by a duly authorized representative of
each of the parties.
SK&A, A Cegedim Company. Terms and Conditions of Use
Thank you for using SK&A, A Cegedim Company (SK&A). Access to and use of the SK&A websites is provided
subject to the following terms and conditions. Please read these terms and conditions carefully, as your use of the site
constitutes acceptance of these terms and conditions. If you do not accept any of the terms and conditions stated here, do
not use the site. SK&A may, in its sole discretion, modify or revise these terms and conditions at any time by updating
this web page. You are bound by any such modification or revision and should therefore visit this page periodically to review
the terms.
Use of Site Contents
The contents of this site, including but not limited to text, software, graphics, names, logos, trademarks, service marks,
data, and other material ("Content") are protected by copyright and other laws in both the United States and elsewhere. The
Content includes both content owned or controlled by the SK&A and content owned or controlled by third parties and
licensed to SK&A. You may not sell or modify the Content or reproduce, display, publicly perform, distribute, or
otherwise use the Content in any way for any public or commercial purpose without the written permission of SK&A. As a
condition of your use of this site, you warrant that you will not use this site for any purpose that is unlawful or
prohibited by these terms, conditions, and notices.
No Warranties
This site provides a range of information, including without limitation list product descriptions, and pricing. Although
SK&A attempts to provide information that is useful, we cannot possibly insure the accuracy of all of the information at
all times, and you should not rely on the information in situations where its inaccuracy would cause you to suffer any
significant loss.
THE SITE IS PROVIDED BY SK&A "AS IS" AND "WITH ALL FAULTS." SK&A MAKES NO REPRESENTATIONS OR WARRANTIES OF
ANY KIND CONCERNING THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR SUITABILITY OF THE CONTENT OF THE SITE, EITHER
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. SK&A DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THIS SITE OR ITS SERVER ARE FREE OF COMPUTER
VIRUSES OR OTHER HARMFUL ITEMS. IF YOUR USE OF THE SITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING
EQUIPMENT OR DATA, SK&A IS NOT RESPONSIBLE FOR THOSE COSTS.
Disclaimer of Liability
SK&A SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY BE SUFFERED BY YOU OR ANY OTHER USER OF THE SITE IN CONNECTION WITH OR AS A
RESULT OF THE INFORMATION OR THE PRODUCTS, REGARDLESS OF HOW SUCH DAMAGES MAY ARISE AND EVEN IF SK&A HAS BEEN PREVIOUSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Third Party Material. Some of the material on the site is provided by third parties
and SK&A shall not be held responsible for any such third party material. In particular, various products and services
referenced in the site are provided by third party vendors pursuant to agreements or other arrangements between such vendors
and the end user. SK&A disclaims any responsibility for or liability related to such products or services. Any questions,
complaints or claims related to any product should be directed to the appropriate vendor.
Customers marketing communications used in relationship with any list ordered by Customer shall comply with all applicable
privacy and data protection laws, rules and regulations. Customer will not use the data in violation of any federal, state,
or local law, rules or regulation or for any unlawful purpose, and make efforts to comply with the Direct Marketing
Association's Ethical Use and Fair Information Practices Guidelines.
