TERMS OF USE

NOTICE TO USER: PLEASE READ THE FOLLOWING TERMS AND CONDITIONS ("TERMS OF USE") CAREFULLY BECAUSE THEY APPLY TO YOUR ACCESS TO AND USE OF THE PHARMA-TRANSFER WEB SITE (THE "SERVICE").

  1. Site Access Rights. Upon qualification, Pharma-Transfer hereby grants to the User temporary rights (the "Access Rights" or "Rights"), to access and use the Service. A "User" is a person who completes the Pharma-Transfer registration process and receives a user name (the "User Name" or User ID") and password (the "User Password" or "Password") from Pharma-Transfer. The User may not sell, lease, rent, sublicense, assign, export or transfer in any other manner the Service or any underlying software, technology or other information, including any printed materials of the same, nor may User create derivative works of or otherwise modify the same. Any third party software that is provided with the Service with such third party's license agreement (in electronic or printed form) is included for use at User's option, and all such use shall be governed by such third party license and not by the Terms of Use. Access Rights do not grant User any right to any enhancement or update to the Service. Access Rights will automatically terminate if User does not comply with the terms of the Terms of Use.

  2. Term. The Access Rights shall become effective on the date User accepts the terms of the Terms of Use and remains in force until the end of the Term or until terminated per the Terms of Use.

  3. Modifications. Pharma-Transfer may modify, discontinue, temporarily or permanently, the Service and/or change the terms and conditions of the Terms of Use, including, without limitation, terms that Pharma-Transfer may be required to forward to User as a result of a separate agreement between Pharma-Transfer and a supplier. The User will be notified of any material change in the terms of the Terms of Use in accordance with Section 18 below.

  4. Security. Pharma-Transfer has taken steps to prevent unauthorized access and use of the Service. Security mechanisms implemented for the Service have inherent limitations; therefore any loss or harm caused by User's provision of such data to the Service will be borne exclusively by User, and User agrees that Pharma-Transfer shall have no liability for any such loss or harm. See also the Pharma-Transfer Security Statement.

  5. User Information. The User agrees to: (i) provide true, accurate, current and complete information about the User as required by the Service's registration form and (ii) maintain and update the User Information to keep it true, accurate, current and complete. If the User provides information that is untrue, inaccurate, not current or incomplete, or if Pharma-Transfer has reason to believe the same, Pharma-Transfer has the right to suspend or terminate Access Rights and refuse to provide User with any current or future access to the Service.

  6. Use of User Information and User Data. The User grants Pharma-Transfer the right to use, but not to disclose to third parties, certain information supplied by the User, provided that such information will not include personally identifying information or specific company information, except as authorized by the User. Notwithstanding the above, Pharma-Transfer reserves the right to provide such personally identifying information to third parties only in the good faith belief that such action is reasonably necessary to comply with applicable laws, legal process or to enforce the Terms of Use.

  7. User Identification and Password. Upon the User's acceptance of the Terms of Use, Pharma-Transfer will review the registration information and may issue a unique User ID and Password to a qualified User. Pharma-Transfer shall reserve the right to determine the qualifications of the User at its sole discretion. The User ID and Password are exclusively for the User's use and for the use of no other person. The User is solely responsible for maintaining the confidentiality of the User's password, and for any and all use and access to the Service that occurs under User's account. User agrees to immediately notify Pharma-Transfer of any unauthorized use of User's ID and Password or account or any other breach of security.

  8. No Redistribution or Export. Information supplied to the User is intended for the sole use of the User holding a valid User ID and Password. Redistribution or export of any information supplied by Pharma-Transfer is strictly prohibited.

  9. Links. Pharma-Transfer or third parties may provide links to other World Wide Web sites or resources. Pharma-Transfer does not endorse and is not responsible for any data, software or other content available from such sites or resources. The User acknowledges and agrees that Pharma-Transfer shall not be liable, directly or indirectly, for any damage or loss relating to User's use of or reliance on such data, software or other content.

  10. No Warranties. ALL PRODUCTS AND SERVICE OFFERED BY PHARMA-TRANSFER, INCLUDING BUT NOT LIMITED TO THE EXCHANGES AND ANY INFORMATION PRESENTED ON THE EXCHANGES, ARE PRESENTED "AS IS" AND PHARMA-TRANSFER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE MEMBER ORGANIZATIONS' INVOLVEMENT OR PARTICIPATION. PHARMA-TRANSFER DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION PROVIDED ON THE EXCHANGES REGARDING INVENTION DESCRIPTIONS OR SEARCH PROFILES HAS BEEN VALIDATED NOR DOES PHARMA-TRANSFER REPRESENT OR WARRANT THAT THE INFORMATION IS ACCURATE.

  11. Liability. IN NO EVENT SHALL PHARMA-TRANSFER OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY DAMAGES, DIRECT OR INDIRECT OR SPECIAL OR CONSEQUENTIAL (INCLUDING NEGLIGENCE), LOST PROFITS OR LOST OPPORTUNITIES RESULTING FROM OR RELATED TO THE TERMS OF USE. THE USER AGREES TO BE RESPONSIBLE FOR ANY CLAIMS ARISING OUT OF ANY USER s BREACH OF THE TERMS OF USE.

  12. Termination. Pharma-Transfer or the User may terminate the Terms of Use with or without cause. Upon any termination of the Terms of Use, the Right to use the Service shall immediately cease.

  13. Rights To Content. The User acknowledges and agrees that the Service and any necessary software used in connection with the Service, including, without limitation, text, software, sound, photographs, video, graphics or other material contained in or presented to the User as part of the Service (the "Content"), contain proprietary and confidential information that is protected by applicable intellectual property and other laws. The User shall not copy, reproduce, distribute or create derivative works based on the Service or the Content, in whole or in part.

  14. Prohibited Uses Of Service. The User agrees not to resell the Service or Access Rights to the Service. The User agrees not to reverse engineer, disassemble, copy or otherwise attempt to discern the source code of any component of the Service. The User may not engage in any activity intended to disrupt the Service.

  15. Assignment. The User may not assign or transfer the User's Rights under the Terms of Use. Pharma-Transfer may assign all rights and liabilities under the Terms of Use to a subsidiary, affiliate or successor to all or a substantial part of its business and assets without the User's consent. Subject to the foregoing, the Terms of Use will inure to the benefit of and be binding upon the successors and permitted assigns of the parties.

  16. Notice. Notices shall be provided to the User via e-mail. Pharma-Transfer may provide notice of changes to the Terms of Use, the Service or other matters by displaying notices or links to notices to the User via the Service.

  17. General. The User agrees to access and use the Service in accordance with all applicable laws and regulations, including, without limitation, state and federal laws and regulations. The User agrees not to use the Service for any illegal or wrongful purposes.

  18. Notices. All notices pertaining to the Terms of Use will be communicated in writing or electronically to the Administrator or their designate at the address specified by the Administrator. All notices to Pharma-Transfer shall be sent in writing to:

  19. IP Technology Exchange
    2109 Palm Avenue Suite 205
    Tampa, FL 33605
    Telephone: (813) 305-1460
    Fax: (813) 305-1466