TERMS OF USE FOR LIFESCIENCEXCHANGE SERVICE

OXFORD GLOBAL MARKETING LIMITED of Highview House 1st Floor, Tattenham Crescent, Epsom, Surrey, KT18 5QJ (Oxford, us, our or we) provides you (User, you or your) access to the LifeScienceXchange platform which connects professionals and organisations in the life sciences industry and provides access to expert led content which facilitates knowledge sharing and development in the healthcare sector (the Service).

THESE TERMS OF USE SET FORTH LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICE. BY ACCESSING OR USING THE SERVICE, YOU ARE ACCEPTING THESE TERMS OF USE ON YOUR OWN BEHALF OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY. IF YOU ARE ENTERING THESE TERMS OF USE ON BEHALF OF A COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS OF USE, IN WHICH CASE THE TERMS “YOU” OR “USER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS OF USE AND OUR PRIVACY POLICY, WHICH SETS OUT HOW WE PROCESS PERSONAL DATA AND CAN BE ACCESSED BY CLICKING HERE, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS.

You should print a copy of these Terms of Use for future reference.

1. TERMS OF USE

1.1 The following defined terms are used in these Terms of Use:

(a) Content means all data, material, and information provided by us that you accessed as part of the Service including, but not limited to, articles, documents, video content, audio content, images and graphics, software and digital applications, databases and data sets and any other proprietary material made available by us, regardless of format or method of delivery.

(b) Effective Date means the date on which you first access the Service.

(c) Good Industry Practice means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector.

(d) Subscription Fee means the fee for subscribing to the Service more particularly detailed in condition 2.1.

(e) Subscription Term means 12 months from the Effective Date.

(f) Viruses means any thing or device (including any software, code, file or programme) 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 programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme 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.

(g) Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2 In consideration of payment by you of the agreed fee (as applicable) and you agreeing to abide by these Terms of Use, we grant to you a limited, non-exclusive, non-transferable, revocable right, without the right to sublicense, to access and use the Service on these Terms of Use solely for your internal business purposes.

1.3 You shall:

(a) provide us with:

(a) all necessary co-operation in relation to these Terms of Use; and

(b) all necessary access to such information as may be required by us.

(b) without affecting your other obligations under these Terms of Use, comply with all applicable laws and regulations with respect to your activities under these Terms of Use; and

1.4 You undertake that:

(a) you will not share your Account (as defined in condition 2.2) details with any other person or person(s);

(b) you shall use the Service only in accordance with the terms of these Terms of Use; and

2. SUBSCRIPTION TYPES, CHARGES AND PAYMENT

2.1 We offer three tiers of access to the Service which are outlined below:

Subscription Type	Level of access	Subscription Fee
Free access	News articles accessible to anyone who accesses our website with no requirement to register an Account.	Free
Freemium Subscription	Access to free of charge Content available to users who register an Account with us.	Free
Premium Subscription	Access to all Content (including marketing Content) within the Service.	£459 p.a

2.2 To access our Freemium Subscription or Premium Subscription, you are required to create an account (Account) and provide certain personal details. You represent and warrant that: (a) all the registration information you provide is truthful and accurate, and (b) you will keep your information up to date. You agree that your account details are subject to our Privacy Policy, and you authorise us to handle your information in accordance with that policy. Our Privacy Policy is an integral part of these Terms of Use. You can delete your Account at any time for any reason by following the provided instructions on the Service. You are responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to immediately notify us of any unauthorised use or suspected unauthorised use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You acknowledge that the email used to create an Account must be a work or organisation account and personal email accounts will not be accepted.

2.3 To access our Premium Subscription, you will be directed via a click-through link to a third-party payment processor via our e-commerce shop. You acknowledge and agree that we engage such third-party payment processor to accept and process payments on our behalf. You acknowledge that such payment method may be subject to additional terms and conditions imposed by such third-party payment processor, and you shall be responsible for compliance with such terms together with any transaction fees, service charges or other costs imposed by it in connection with such payments. Further, as the payment processor is a third party, we do not accept any responsibility or liability for its handling of your data, which is subject to its own privacy policy, which can be accessed at: https://stripe.com/gb/privacy.

2.4 All amounts and fees stated or referred to in these Terms of Use:

(a) shall be payable in pounds sterling;

(b) are non-cancellable and non-refundable;

3. RESTRICTIONS

3.1 Except as expressly set out in these Terms of Use or as permitted by any local law which is incapable of exclusion by agreement between the parties, you shall not:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service (including the Content) in any form or media or by any means; or

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service;

(d) use the Service to provide Service to third parties;

(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party; or

(f) attempt to obtain, or assist third parties in obtaining, access to the Service, other than as provided under these Terms of Use.

3.2 You shall not use the Service to:

(a) distribute or transmit to us any Viruses or Vulnerability and shall implement procedures in line with Good Industry Practice to prevent such distribution or transmission;

(b) store, access, publish, disseminate, distribute or transmit any material which:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

and we reserve the right to disable your access to the Service in the event of a breach of this condition 3.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 You understand that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and its Content, including but not limited to any statistical results derived from your or your users’ interactions with the Service (Analytic Data) are owned by Oxford or its third-party licensors (Ownership Materials). For clarity, Oxford will only utilise Analytic Data in an anonymised, de-identified, or aggregated manner without identifying you as the source. Neither these Terms of Use nor your use of the Service transfers to you or any third party any ownership rights, titles, or interests in the Ownership Materials, except for the limited license described in section 1.2. Oxford and its third party licensors retain all rights not explicitly granted here. The license granted to you under these Terms of Use permits only your use and access to the Service and no access to the source code.

4.2 We may use any feedback and suggestions for improvement relating to the Service provided by you without charge or limitation (Feedback). You hereby assign (or shall procure the assignment of) all intellectual property rights in the Feedback with full title guarantee (including by way of present assignment of future intellectual property rights) to us at the time such Feedback is first provided to us.

5. DISCLAIMER

Except as set out in these Terms of Use, all warranties, conditions, terms, undertakings or obligations whether express or implied by statute, common law or otherwise and including any implied terms relating to quality, merchantability, non-infringement, fitness for any particular purpose, or ability to achieve a particular result are excluded to the extent permitted by law. You acknowledge that no liability or obligation is accepted by Oxford (howsoever arising whether under contract, tort, in negligence or otherwise): (a) that the Service shall meet any particular needs; (b) that the operation of the Service shall be uninterrupted or error-free; or (c) the Service will be free from Vulnerabilities or Viruses. The Service may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. You acknowledge that such risks are inherent in cloud services and that we shall have no liability for any such delays, interruptions, errors or other problems.

6. LIMITATION OF LIABILITY

6.1 We only supply the Service for internal use by your business, and you agree not to use the Service for any resale purposes.

6.2 We shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms of Use for:

(a) loss of profits, sales, business, or revenue;

(b) business interruption;

(d) wasted expenditure;

(e) loss or corruption of data or information;

(f) loss of business opportunity, goodwill or reputation,

where any of the losses set out in condition 6.2(a) to condition 6.2(f) are direct or indirect; or

(g) any special, indirect or consequential loss, damage, charges or expenses.

6.3 Other than the losses set out in condition 6.2 (for which we are not liable), our maximum aggregate liability under or in connection with these Terms of Use whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the Subscription Fee paid by you to us. This maximum cap does not apply to condition 6.4.

6.4 Nothing in these Terms of Use shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation; or

7. LINKS TO THIRD PARTY SITES

7.1 The Service may contain hyperlinks or references to third party advertising and websites. Any such hyperlinks or references are provided for your convenience only. We have no control over third party advertising or websites and we accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party advertising or website does not mean that we endorse that third party’s website, products or services. Your use of a third-party site may be governed by the terms and conditions of that third-party site and is at your own risk.

7.2 We reserve the right to integrate and utilise third-party applications, software, and services within the Service to enhance functionality, improve user experience, and provide additional features. By using the Service, you acknowledge and consent to the integration of third-party applications.

8. TERMINATION

8.1 We may terminate these Terms of Use immediately by written notice to you if you commit a material or persistent breach of these Terms of Use which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

8.2 These Terms of Use shall, unless otherwise terminated as provided in this condition 8, commence on the Effective Date and shall continue for the Subscription Term when they shall terminate automatically without notice, unless, no later than 3 months before the end of the Subscription Term (or any Extended Term) agreed under this clause, the parties agree in writing that these Terms of Use shall be extended for 12 months (Extended Term). Unless these Terms of Use are further extended under this clause or terminated earlier in accordance with clause 8.1, they will terminate automatically without notice at the end of an Extended Term.

8.3 On termination for any reason:

(a) all rights granted to you under these Terms of Use shall cease;

(b) you must immediately cease all activities authorised by these Terms of Use; and

(c) you must immediately and permanently delete or disable interfaces to the Service from all computer equipment in your possession, and immediately destroy, delete or return to us (at our option) all copies of the Service then in your possession, custody or control and, in the case of destruction or deletion, certify to us that you have done so.

9. COMMUNICATIONS BETWEEN US

9.1 We may update these Terms of Use at any time on notice to you in accordance with this condition 9. Your continued use of the Service following the deemed receipt and service of the notice under condition 9.3 shall constitute your acceptance to these Terms of Use, as varied. If you do not wish to accept these Terms of Use (as varied) you must immediately stop using and accessing the Service on the deemed receipt and service of the notice.

9.2 If we have to contact you, we will do so by email to the address you provided when registering for the Service.

9.3 Any notice:

(a) given by us to you will be deemed received and properly served 24 hours after it is first posted on our website or 24 hours after an email is sent; and

(b) given by you to us will be deemed received and properly served 24 hours after an email is sent.

9.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

10. EVENTS OUTSIDE OUR CONTROL

10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms of Use that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 10.2.

10.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

10.3 If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms of Use:

(a) our obligations under these Terms of Use will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(b) we will use our reasonable endeavours to find a solution by which our obligations under these Terms of Use may be performed despite the Event Outside Our Control.

11. HOW WE MAY USE YOUR PERSONAL INFORMATION

Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Service and for what purposes and those individuals' rights in relation to their personal data and how to exercise them. This information is provided in our Privacy Policy, which can be accessed by clicking here and it is important that you read that information.

12. OTHER IMPORTANT TERMS

12.1 We may transfer our rights and obligations under these Terms of Use to another organisation, but this will not affect your rights or our obligations under these Terms of Use.

12.2 You may only transfer your rights or your obligations under these Terms of Use to another person if we agree in writing.

12.3 These Terms of Use and any document expressly referred to in them constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to their subject matter.

12.4 You acknowledge that in entering into these Terms of Use you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms of Use or any document expressly referred to in them.

12.5 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms of Use or any document expressly referred to in them.

12.6 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

12.7 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

12.8 Each of the conditions of these Terms of Use operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

12.9 These Terms of Use, their subject matter and formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

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