TERMS OF USE
1. TERMS RELATING TO USE OF THE WEBSITE
1.1. Acceptance of Terms and
Conditions of Use
1.2. Role of PharmaSea - Services
1.3. Source of Data
1.4. Acknowledgment of Risk -
Medical Stores
1.5. Grant of Licence
1.6. Intellectual Property Rights
1.7. Unsolicited Ideas
1.8. Restrictions on Use
2. LOGIN
2.1. Security PIN
2.2. Registration Forms
2.3. Refusal of Your Subscription
3. FEES AND PAYMENT
3.1. Fees and Payments
3.2. Payment for PharmaSea
Products
4. REPRESENTATIONS AND WARRANTIES AND
ACKNOWLEDGMENTS
4.1. Representations and Warranties
and Acknowledgments of the User
5. ADDITIONAL TERMS OF USE
5.1. Accessibility
5.2. Changes to Website
5.3. Data Storage
5.4. Exclusion of Warranties
5.5. Limitation of Liability
5.6. Indemnification
5.7. Term and Termination
5.8. Effect of Termination
5.9. Entire Agreement
5.10. Survival
5.11. Assignment
5.12. Notices
5.13. Severability
5.14. Governing Law and
Jurisdiction
ALL USERS MUST READ THIS AGREEMENT CAREFULLY.
PharmaSea, or its Affiliates, makes its website
www.pharmasea.org available to Intended Users through their employees and other
authorised persons on the terms and conditions set out in this Agreement. This
Agreement includes a disclaimer of warranties, limitations of PharmaSea's
liability, indemnities and other matters of interest to users of the Website,
including, without limitation, disclosure of material risks association with
using the Services and conducting transactions through the Website. You may not
continue using the Website unless you agree to the terms and conditions of this
Agreement by clicking on the "I ACCEPT" button below.
NOTE: You must read and understand this Agreement and then
scroll down and click the "I Accept" button at the bottom of the Agreement.
Continuing to access or use this Website, or any Service of this Website,
signifies your acceptance of these terms and conditions of use.
"Administrator"
means the person appointed by you who is responsible for ensuring that you
comply with the terms and conditions of this Agreement.
"Affiliates"
means
PharmaSea's and its employees, agents, officers, directors, contractors,
suppliers and other representatives.
"Agreement"
means
these terms of use, as amended from time to time.
"Content"
means
any information, data, content, analyses, news, reports, programs, video, audio
and other materials and services, communications, transmissions and other
items, tangible or intangible, including, without limitation, labels printed
for the Medical Stores using the Website and all other information, text,
materials, forms, agreements, photographs, video, audio and graphics as made
available on the Website.
"Intended User"
means any of a shipping company or its agents, ship or ship's master,
yacht or yacht's master, chandler, hospital, doctor, nautical authority,
university or college, mining company, Flying Doctor's Service or an agent
of PharmaSea, who are eligible to access the information and use the services
provided on the Website.
"Licence Fees"
means the licence fees payable by you to PharmaSea in respect of your use of
the Website and the Services.
"Medical Stores"
means pharmaceutical products and related services for which the Pharmacists
will provide Quotes and otherwise negotiate and sell through the Website.
"Pharmacist"
means the pharmacists
who agree to provide products and/or services and negotiate, agree upon and
execute Transactions to buy and sell Medical Stores with you through the
Website.
"PharmaSea", "we", "our"
or "us"
means PharmaSeaT International
Pty Ltd ACN 083 090 233 of c/- BSA Partnership 15/461 Bourke Street, Melbourne
Australia 3000, a company incorporated in Victoria, Australia, or its
Affiliates.
"PharmaSea Products"
means the products and related services manufactured or supplied by PharmaSea
or its Affiliates through the Website (including, without limitation, the
"Marine Medical Guide" and "Controlled Drug Register").
"PIN"
means a
username and password required to access the subscriber only pages of the
Website.
"Services"
means
the range of features, facilities, functions and capabilities and service
modules available on or through the Website accessible to you by using your
PIN, including:
(a) the Content;
(b) the ability to make requests for Quotes and negotiate, agree upon and the
purchase of Medical Stores from Pharmacists as facilitated through the Website;
(c) the ability to order and purchase PharmaSea Products through the Website;
and
(d) the ability to request information from and exchange information with third
parties.
"Quotes"
mean
the indicative or firm prices for Medical Stores quoted by Pharmacists at which
the Pharmacists indicate they are willing to sell a Medical Stores to any user
submitting a request to buy such Medical Stores, in all cases subject to
applicable policies and procedures (including without limitation all applicable
laws or regulations governing the supply of the relevant Medical Stores) of the
Pharmacist.
"Transaction"
means any act, negotiation, transaction or proceeding undertaken by you with a
Pharmacist:
(a) on or through the Website;
(b) on or off the Website in connection with in anticipation of, or relevant to
any negotiation, transaction or proceeding with a Pharmacist; or
(c) in the nature of a proposal, inquiry, communication, discussion or
negotiation in respect of any matter described in (a) or (b).
"Transaction Related Materials"
means any information provided by or to you on or through the Website in
respect of any Transaction.
"Website"
means the set of pages
accessible to you at the uniform resource locator ("URL")
http://www.pharmasea.org.
"You", "your" or "User"
means you, as a user of the Website.
1. TERMS RELATING TO USE OF THE WEBSITE
1.1. Acceptance of Terms and Conditions of Use
(a) Your use of the Website and the Services are governed
by the terms and conditions of this Agreement. By selecting the "I
Accept" button below, you represent and warrant that you have read and
understood this Agreement and that you accept and will be legally bound by it.
If at any time you do not wish to accept the terms and conditions of use, you
may not use the Website.
(b) You, or the Administrator, must notify PharmaSea immediately whenever any
such consents, licences, approvals or authorisations expire or terminate for
any reason and PharmaSea will cancel your access to the Website accordingly.
You must observe all laws, rules and regulations concerning your use of the
Website.
(c) Should you at any time cease to be an Intended User, then, unless you are
otherwise notified by PharmaSea in writing, you must, and agree to immediately:
(i) notify us, or have the Administrator notify us, that you have ceased to be
an Intended User;
(ii) cease using your PIN and accessing the Website; and
(iii) destroy all Content originating from the Website in your possession or
control.
1.2. Role of PharmaSea - Services
(a) Subject to the terms and conditions of this Agreement,
PharmaSea agrees to provide you access to the Website and undertake
Transactions with Pharmacists thereon. You acknowledge and agree that PharmaSea
provides the Website as a platform for you to source Medical Stores from the
various Pharmacists and for the Pharmacists to communicate their interest in
providing the relevant terms and conditions for any Transactions arising from
the provision of such Medical Stores to you, and that nothing on the Website
should be construed as being medical advice or an offer or solicitation of an
offer, or recommendation by PharmaSea to buy any Medical Stores.
(b) You agree that any Transactions will be governed exclusively by the terms
and conditions agreed between you and the Pharmacist. You will be responsible
for performing and discharging all requirements that may be imposed by any such
terms and conditions, applicable laws, regulations, policies and industry codes
relevant to the Transaction in the jurisdiction where you or your organisation
operates or are resident or in any jurisdiction where the supply of Medical
Stores is effected. PharmaSea is not and will not be in any way involved in any
Transactions (including the conduct of negotiations between you and a
Pharmacist) and shall not have any liability in respect of such Transactions.
(c) In the event that PharmaSea provides you with any terms on which you may
purchase Medical Stores from Pharmacists ("Proposed Terms and
Conditions"), PharmaSea does not in any way endorse or undertake any
responsibility for such Proposed Terms and Conditions. The Proposed Terms and
Conditions are in any event preliminary in nature only, and do not constitute
an offer which is capable of acceptance by you. Any further negotiation of such
Proposed Terms and Conditions must take place on a one on one basis with the
Pharmacist.
(d) PharmaSea is not an agent, partner or joint venturer of you, any Pharmacist
or any other subscriber.
1.3. Source of Data
(a) You acknowledge and agree that any Quotes obtained
from Pharmacists through use of the Website are provided by the Pharmacists and
other third parties. PharmaSea does not separately verify the Quotes provided
to it and does not warrant or represent the accuracy or completeness thereof
and you agree to exercise caution with regard to the reliability and accuracy
of such information accordingly. In particular, there is no assurance that the
prices quoted or available through the Website reflect a fair value of such
Medical Stores.
(b) Any opinions which may be expressed by PharmaSea are our opinions as of the
date appearing on the specific piece of information only. We do not undertake
to advise you of changes in our opinion or information.
(c) The Website may have links to other web sites or resources. Each User
acknowledges that the Website is not responsible for the content, accuracy or
opinions expressed on, or any accessibility to, such other web sites or
resources ("Third Party Websites and Resources"). Third Party
Websites and Resources are not investigated, monitored or checked for accuracy
or completeness by us. If you access such other web sites or resources, you do
so at its own risk.
(d) Inclusion of any link does not imply approval or endorsement of the linked
Website by PharmaSea or in respect of any of such products, materials or
services referred to thereon. Further, PharmaSea is not the principal, agent or
distributor of any such third parties, nor are any of the third parties to be
regarded as partners or joint venturers of PharmaSea with respect to the
provision of such products, materials or services. Any contract to be made with
respect to the provision of the products, materials or services will be made
between the third party supplying the same and you directly, and the third
party and you will each enter into such contract solely on its own account and
as principal. The third party is responsible for performing and discharging any
contract for the provision of any products, materials or service and is
directly liable to you for any breach of such contract. PharmaSea is not
responsible for any act or omission of the third party or you arising under the
contract for the provision of any products, materials or services or otherwise.
1.4. Acknowledgment of Risk - Medical Stores
(a) You acknowledge that the Content includes descriptions
of Medical Stores provided by the Pharmacists and other suppliers and cannot be
construed as endorsements, recommendations or sponsorship of any such Medical
Stores or any corporation, entity, financial instrument, by PharmaSea or any of
its Affiliates.
(b) You acknowledge that Medical Stores referred to on the Website may not be
suitable for you. You must, and agree that you will, make your own decisions
regarding the use of Medical Stores and medical treatment based on appropriate
medical advice and using such independent medical advice as you believe
necessary.
(c) You acknowledge that where Medical Stores are denominated in a currency
other than your currency, changes in rates of exchange may have an adverse
effect on the value or price of such Medical Stores.
(d) PharmaSea accepts no liability for any claims in respect of Transactions
occurring through the Website and you accept full responsibility for monitoring
the accuracy of any Transactions with Pharmacists or any Content provided on
the Website. PharmaSea is under no duty to inquire as to your qualifications or
capacity to possess or use any Medical Stores or as to the authority of any
Transactions undertaken on or through the Website.
1.5. Grant of Licence
(a) You acquire absolutely no other rights or licences or
to, the Services, the Content or other materials contained on the Website,
other than the limited right to use the Services and Content in accordance with
this Agreement.
(b) The viewing, printing or downloading of any Content from the Website grants
you only a limited, non-exclusive licence for your own personal use and not for
republication, distribution, assignment, sub-license, sale, preparation of
derivative works or manipulation of the Content or the Services for purposes
other than your personal use.
(c) Your right to use the Website is non-transferable. Your PIN or right given
to you to obtain information is not transferable.
1.6. Intellectual Property Rights
(a) You acknowledge and agree that PharmaSea and its
suppliers own the copyright and other intellectual property rights subsisting
anywhere in the world relating to the Website and the Services, and that you
have no right, title or ownership interest therein.
(b) The Website and the Services are protected by applicable copyright,
trademark, service mark, trade secret and other proprietary (including but not
limited to intellectual property) rights in Australia and other countries. The
Services are also protected as a collective work or compilation under copyright
and other laws and treaties. You agree and undertake to abide by all the
aforesaid laws applicable to the use and ownership of the Services, as well as
any additional notices or restrictions contained in the Website.
(c) You shall forthwith notify us in writing if you become aware of or suspect
any breaches of the terms of use of the Services and/or the Website or of any
other unlawful or unauthorised use, or infringement of any proprietary right in
the Services by any person.
(d) You agree that all present and future rights in and to any trade secrets,
patents, copyrights, trademarks, service marks, know-how and other proprietary
rights under the laws of any governmental authority including all applications
and registrations relating to the Services shall, at all times be remain the
sole and exclusive property of PharmaSea, its affiliates or licensors, as the
case may be, for its exclusive benefit or use.
1.7. Unsolicited Ideas
(a) It is PharmaSea's policy not to accept
information from third parties that is confidential or proprietary. If you wish
to retain the confidentiality of your material, do not submit it to us via
email or otherwise.
(b) Any unsolicited ideas you submit to PharmaSea will become PharmaSea's
property, and PharmaSea may reproduce, disclose, transmit, broadcast or
otherwise use those ideas, without any obligation to compensate you. This will
apply even if your material includes a statement as to confidentiality contrary
to this Agreement.
1.8. Restrictions on Use
You agree to observe each of the following restrictions,
as conditions of your use of the Website:
(a) to use the Services solely for use of the Intended User and not for resale
of other transfer or disposition to, or use by or for the benefit of any other
person or entity;
(b) not to trespass, break into, access, use or attempt to trespass, break
into, access or use any other parts of our servers, and/or any data areas for
which you have not been authorised by us;
(c) not to restrict or inhibit any other user from using and enjoying the
Website;
(d) not to, through your use of the Website or the Services:
(i) violate any law or regulation or the rights of others;
(ii) cause duress, distress or discomfort to another; or
(iii) infringe any intellectual property, proprietary rights or confidentiality
obligations of others;
(e) not to post or transmit any unlawful, fraudulent, libellous, defamatory,
obscene, pornographic, threatening, offensive, or otherwise objectionable or
unreasonable information of any kind, including without limitation any
transmissions constituting or encouraging conduct that would constitute a
criminal offence, give rise to civil liability, or otherwise violate any laws
or regulations;
(f) not to post or transmit any advertisements, solicitations, chain letters,
pyramid schemes, investment opportunities or schemes or other unsolicited
commercial communication, or engage in spamming or flooding;
(g) not to post or transmit directly or indirectly any virus, trojan horse,
worm or other harmful software or function;
(h) not to post, publish, transmit, reproduce, distribute or in any way exploit
any Content obtained through the Website for commercial purposes; and
(i) not to upload, post, publish, transmit, reproduce, recompile, decompile,
modify, upload to or distribute in any way, any component of the Website itself
or any Services obtained through the Website which is protected by copyright,
or other proprietary right, or create derivative works with respect thereto,
without the consent of the copyright owner, or in the case of Services on the
Website, our prior written consent.
2. LOGIN
2.1. Security PIN
(a) As part of your registration, you will be entitled to
one PIN. The PIN may only be used by you. The PIN will enable you to access the
Website and use the Services. DO NOT USE THE PIN unless and until you accept
these terms and conditions and are willing to be bound by an agreement with
PharmaSea on those terms.
(b) You are responsible for maintaining the secrecy of your PIN to prevent any
unauthorised use of it. You agree that the PIN will not be disclosed to any
person. You agree and acknowledge that PharmaSea is entitled to grant access on
the basis of the appropriate entries of the PIN, regardless of whether such
person is in fact entitled to use the PIN and that you are responsible for all
use, activities and charges associated with or arising from use of the Services
and/or the Website, including any unauthorised charges or use under your PIN.
If you suspect that your PIN has been disclosed to any unauthorised user or
subject to possible misuse, you must immediately notify PharmaSea and PharmaSea
may take any action as it sees fit to prevent unauthorised access to the
Website and the Services, including but not limited to the cancellation of the
PIN. PharmaSea is entitled to, but is not bound to, take such action.
(c) Neither PharmaSea nor any of its Affiliates will have access to your PIN.
At its sole discretion, PharmaSea may bar the use of your PIN from time to time
due to security or other concerns or for general administrative purposes. You
will be informed as soon as reasonably possible of such action. You can then
obtain a new PIN following the procedures advised by PharmaSea. If you become
aware of, or suspect any unlawful or unauthorised use of your PIN, it is your
responsibility to bring this to PharmaSea's attention.
(d) You agree and undertake not to select a username that violates any
person's rights or one, which in our opinion is offensive, improper or
inappropriate. If you do, we can modify or delete it but are under no duty to
do so.
2.2. Registration Forms
(a) You agree to properly complete the registration form,
and any other forms ("Registration Forms") required for subscription
from time to time, by filling in all the particulars required by the
Registration Forms and submitting the Registration Forms in the manner
specified in the Registration Forms. You warrant, represent and undertake that
all information supplied by you in the Registration Forms will be true,
complete and accurate and that you shall immediately update any information
provided by you in the Registration Forms and ensure that any update provided
is likewise true, complete and accurate. Failure to do so will entitle us to
immediately terminate your access to the Website.
(b) Each Intended User is required to appoint an Administrator who is
responsible for ensuring that the Intended User complies with this Agreement
and duly executing a written acknowledgment, sealed with the Intended
User's company seal, and returning the original to PharmaSea at the
address set out in clause 5.12 of this Agreement. You may also receive a copy
of this Agreement by contacting PharmaSea directly. No user is entitled to
access the Website until his or her Intended User has appointed an
Administrator and the Administrator has provided his or her details in the
Registration. It is your responsibility to ensure that your Intended User has
done so.
(c) If you are appointed as your Intended User's Administrator, you
acknowledge and agree that you are bound by this Agreement and must submit to
PharmaSea a written acknowledgment in the form attached to the Registration
Section of the website.
2.3. Refusal of Your Subscription
PharmaSea reserves the right to refuse to effect your subscription or deny or
revoke your access to the Website in its sole discretion without assigning any
reason therefor. In the event that PharmaSea decides not to accept your
application to subscribe, you will be sent notice of such decision.
3. FEES AND PAYMENT
3.1. Fees and Payments
(a) You acknowledge thatyou have read the Licence Fees for
use of the Website as set out in the ["Rates"] section of the
["Registration"] pages of the Website and agree to be bound by those
Licence Fees.
(b) The Licence Fees may be varied by Pharmasea by giving you 30 days'
notice of its intention to do so.
(c) You must pay to PharmaSea the Licence Fees for the period from your date of
registration to the anniversary of that date. Payment must be made no later
than 30 days after the beginning of each period for which Licence Fees are
payable.
(d) The Licence Fees are exclusive of any tax which is payable in respect of
the payment of the Licence Fees or the supply of the Services to you including,
without limitation any tax, tariff, levy, duty, charge, deduction or
withholding, however it is described, that is imposed by a government or
semi-government agency, together with any related interest, penalty, fine or
other charge, other than one that is imposed on income.
3.2. Payment for PharmaSea Products
(a) All PharmaSea Products purchased on an approved
account must be paid for in full no later than 30 days after the end of the
calendar month in which the PharmaSea Products were purchased
(b) All PharmaSea Products purchased without an approved account must be paid
for in full at the time of purchase by either credit or debit card or money
order.
(c) All prices quoted on the Website are exclusive of freight and packaging
which will be charged to the purchaser at cost.
4. REPRESENTATIONS AND WARRANTIES AND
ACKNOWLEDGMENTS.
4.1. Representations and
Warranties and Acknowledgments of the User
You represent and warrant to PharmaSea that:
(a) entry into this Agreement has been duly authorised, executed and delivered
and constitutes a legal, valid and binding obligation upon you and is
enforceable in accordance with the terms hereof;
(b) you have obtained all consents, licences and approvals (including
authorisation from the Intended User to which you belong) that you are required
to obtain or maintain in order to carry out your activities on the Website; and
(c) you are eligible under the laws of an your relevant jurisdiction or the
nominated country or port of supply of Medical Stores to access the Website and
engage in the purchase and sale of the Products.
5. ADDITIONAL TERMS OF USE
5.1. Accessibility
(a) You are responsible for procuring or securing all
hardware, equipment and facilities that may be necessary for accessing the
Website.
(b) The Website and the Services are normally accessible 24 hours a day, every
day. Nevertheless, PharmaSea reserves the right to suspend the operation of or
accessibility to the Website or the Services, and where possible, shall give
prior notice to you of such suspension. This may include suspension for routine
or emergency shutdown and/or maintenance, or for any other reason which
PharmaSea considers appropriate.
5.2. Changes to Website
The range and the type of features and facilities offered
on the Website, and the presentation, substance or functionality of the
Services may, at PharmaSea's absolute discretion, be added to, amended or
modified by PharmaSea from time to time, without PharmaSea incurring any
liability to you. Prior notice need not be given of any intended amendment or
modification.
5.3. Data Storage
(a) You hereby authorise PharmaSea to amass, harvest,
track, store, retain, use, publish or disclose information and data relating to
you, the traffic generated by you on the Website, and your activities and usage
of the Website and Services and other websites and to disclose and use the same
in the manner described in the Privacy Policy.
(b) Certain information pertaining to your involvement in Transactions with any
Pharmacist is solely owned by that Pharmacist ("Client Data"), and is
tracked and stored on behalf of the Pharmacist and distributed to them. You
acknowledge that PharmaSea will not be responsible or liable in any way for the
Pharmacist's use of such Client Data.
(c) PharmaSea is not responsible for any inability or failure of the Website to
store or retain any information and data aforesaid, or any deletion or
inability to retrieve any such data or information, or for any information and
data which may be inaccurately or incompletely stored or retrieved.
5.4. Exclusion of Warranties
(a) You acknowledge and agree that your access to and use
of the Website and the Services is at your own risk.
(b) PharmaSea provides the Website and the Services on an "as is" and
"as available" basis. All express and implied warranties or
conditions, statutory or otherwise for the Website, the Services or any Third
Party Websites and Resources are expressly disclaimed, including, without
limitation, any warranties relating to:
(i) the uninterrupted supply, completeness, accuracy, sufficiency or quality of
the Website or the Services;
(ii) merchantability;
(iii) fitness for purpose, requirement or expectation whatsoever; or
(iv) non-infringement of third party rights, whether or not made know to
PharmaSea.
5.5. Limitation of Liability
(a) Your exclusive remedy for claims arising under this
Agreement with respect to the Website or otherwise is termination of your use
of the Website.
(b) Neither PharmaSea nor its Affiliates, subsidiaries, shareholders and
licensors ("PharmaSea Parties") shall be liable to you, any other
user, or any third party for any direct, special, incidental, punitive,
exemplary or consequential damages, including, without limitation, lost
profits, lost savings and lost revenues, as well as any and all damages arising
from the PharmaSea Parties' procuring, compiling or delivering of the
Content or the Services and any errors, omissions or inaccuracies in the
Content or the Services regardless of the cause, or delays or interruptions in
the Content or the Services, and any action or omission by you in reliance on
the Content or the Services (collectively the "Excluded Damages"),
arising out of or resulting from this Agreement, even if any of the PharmaSea
Parties have been advised of the possibility of or could have foreseen such
Excluded Damages. To the maximum extent permitted by law, this exclusion shall
apply regardless of:
(i) the negligence of the PharmaSea Parties;
(ii) any failure of an essential purpose of the Website; and
(iii) whether such liability arises in negligence, strict liability, contract,
tort, or any other basis of legal liability.
(c) The disclaimer of liability contained in this clause is a fundamental
element of the basis of your use of the Services and PharmaSea would not
provide you access to its Website in the absence of such limitations.
(d) In any jurisdiction that does not allow the exclusion or limitation of
certain types of liability, PharmaSea's liability will be limited to the
maximum extent permitted by the laws of that jurisdiction.
5.6. Indemnification
(a) You agree to defend, indemnify and hold us, our
employees, agents, officers, directors, agents, contractors, suppliers and
other representatives harmless from and against all liabilities, damages,
claims, actions, costs and expenses (including legal fees) which we may suffer
or incur arising out of or in connection with your breach of this Agreement
and/or your use and access of the Services or the Website.
(b) Without limiting the generality of the foregoing, you agree to indemnify
and hold us harmless from and against all losses, costs and expenses (including
legal fees on a solicitor and client basis) which we may suffer or incur
arising out of or in connection with your failure to pay in full any amounts
due and payable to us under the terms of this Agreement.
(c) Because PharmaSea is not involved in any Transaction between you and the
Pharmacist, in the event that there is a dispute, you hereby indemnify and hold
us (and our officers, directors, agents, subsidiaries and employees) harmless
against all liabilities, claims, demands and damages (actual and consequential)
of every kind and nature, known and unknown, suspected and unsuspected,
disclosed and undisclosed, arising out of or in any way connected with such
disputes. All disputes arising between you and Pharmacists in connection with
any Transaction and/or Transaction Related Materials will be settled directly
between you and the Pharmacist who is involved in the relevant Transaction.
(d) In the event any claim or proceeding is brought by any third party against
you arising out of or in connection with this Agreement or your use or access
of the Services, Content or Website, you agree and undertake to forthwith
notify us of the same. You further agree and undertake to allow us, upon our
request and at our own cost, to participate in and/or assume exclusive control
of, the defence of any such claim or proceedings, and/or any negotiations for
settlement thereof. Without limiting the foregoing sentence, you shall not
agree to any settlement which may adversely affect our rights without our prior
written approval.
5.7. Term and Termination
(a) This Agreement is effective upon your clicking the
"I Accept" button below and your completion and submission of the
Processing Forms and will continue in force until terminated as provided below.
You may terminate your subscription at any time by notice in writing, which
shall be deemed effective from the date it is received by us.
(b) We can terminate this Agreement at any time and for any reason by giving
you written notice of our intention to terminate.
(c) We may restrict or terminate your access to and use of the Website or the
Services immediately and without notice or liability, where we are of the
opinion that you have breached any of the terms contained in this Agreement or
that such action is appropriate, desirable or necessary, and it will not limit
any other rights available to us.
5.8. Effect of Termination
(a) Upon any termination of your subscription, howsoever
arising, your right to use your PIN, the Website and the Services immediately
ceases, and you must destroy all Content originating from the Website in your
possession or control and provide a written certificate to PharmaSea certifying
that all Content in your possession has been duly destroyed.
(b) You agree that upon termination of your subscription, you will pay any and
all outstanding fees and payments due to PharmaSea in full by not later than
the date 30 days after termination. You will not be entitled to any refund or
credit of your subscription fees even if you decide to subscribe again to the
Website in the future.
(c) Termination does not affect any rights or obligations already accrued or
any provisions which are herein intended to survive termination.
5.9. Entire Agreement
(a) This Agreement, and any other document referred to
herein, embodies all the terms and conditions agreed upon between the parties
as to the subject matter of this Agreement save and except those mutually
agreed upon in writing between the parties after the execution hereof, and
supersedes and cancels all previous representations, warranties, agreements and
undertakings if any between the parties, with respect to the subject matter of
this Agreement.
(b) PharmaSea may modify or update this Agreement at any time and from time to
time and the updated form of the Agreement will be made available on the
Website. Changes will take effect 2 days after notice being posted on the Login
page. You can read a current copy of this Agreement any time by clicking on
Terms of Use (Trading) located on the web site. Your use of the Website after
the posting of modifications to the terms and conditions of use will constitute
you acceptance of them, as modified. Accordingly, it is your responsibility to
continue to review these terms and conditions of use whenever accessing our
Website.
5.10. Survival
The definitions, Section 1.6 ("Grant of
Licence") Section 1.7 ("Proprietary Rights"), Section 3
("Fees and Payment", insofar as any such amount accrued prior to
termination of this Agreement), Section 4 ("Representations and
Warranties"), Section 5.3 ("Data Storage"), Section 5.4
("Exclusion of Warranties"), Section 5.5 ("Limitation of
Liability") Section 5.6 (Indemnification), Section 5.8 ("Effect of
Termination"), and this Section 5.10 ("Survival") will survive
any expiration or termination of this Agreement.
5.11. Assignment
(a) The party subscribing may not assign any rights or
benefits under or any obligations imposed by this Agreement and may not
transfer his or her subscription, except with the prior written consent of
PharmaSea.
(b) PharmaSea shall be at liberty to assign any of its rights or benefits under
or any of its obligations imposed by this Agreement to any of its affiliates,
and you shall be bound to accept the performance by the assignee of any
obligations assigned in lieu of performance by PharmaSea.
(c) This Agreement is binding on and shall inure to the benefit of the
respective successors-in-title and permitted assigns of the parties.
5.12. Notices
All notices pursuant to this Agreement shall be in writing
sent by personal delivery, facsimile transmission, electronic mail or by post,
to the appropriate party at the parties addresses contained on the registration
form or as otherwise agreed in writing between the parties. Notices to
PharmaSea shall be sent by email to:
(a) notices@pharmasea.org
or by mail to:
(b) PharmaSeaT International Pty Ltd
P.O. Box 280 World Trade Centre
Melbourne, Australia 3005
All notice shall unless otherwise provided be deemed effective, in the case of
personal delivery on the date of actual delivery; in the case of facsimile
transmission and electronic mail, on the date of transmission; and in the case
of postal mail, on the date set forth on the postal mark.
5.13. Severability
If any provision of this Agreement offends any law
applicable to it and is as a consequence illegal, invalid or unenforceable
then:
(a) where the offending provision can be read down so as to give it a valid and
enforceable operation of a partial nature it must be read down to the extent
necessary to achieve that result; and
(b) in any other case the offending provision must be severed from this
Agreement in which event the remaining provisions of the Agreement operate as
if the severed provision had not been included.
5.14. Governing Law and
Jurisdiction
This Agreement is governed by and must be construed in
accordance with the laws of the State of Victoria, Commonwealth of Australia.
The parties submit to the non-exclusive jurisdiction of the courts of that
State and the Commonwealth of Australia in respect of all matters or things
arising out of this Agreement.
©PharmaSeaT International Pty Ltd