MASTER SUBSCRIPTION AGREEMENT

TERMS AND CONDITIONS

This Master Subscription Agreement specifies the Terms and Conditions (the “Agreement”) under which Customer may subscribe to +tellic, +biotext, +mytext, +knowledgen, +kgraph, +explorer, +notebooks, +tellic graph.C19, tellic graph.C19, graph.C19, +tellic graph, tellic graph, drug360 graph, knowledgen, +tellic data, tellic data, and/or other Services from tellic, LLC (“tellic”), including but not limited to the Services and Content.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT IT HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE TELLIC SERVICES AND CONTENT.

1.      SERVICES

(a)       "Services" means the products, documentation, and services that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer free of charge (as applicable) and made available online by tellic, including associated tellic offline or mobile components, as such products may be introduced. This may include +tellic, +biotext, +mytext, +knowledgen, +kgraph, +explorer, +notebooks, +tellic graph.C19, tellic graph.C19, graph.C19, +tellic graph, tellic graph, drug360 graph, knowledgen, +tellic data, and/or tellic data.

(b)       "Content" means proprietary structured and unstructured data processed by the Services as well as information obtained by tellic from publicly available sources or its third party content providers and made available to Customer. This may include +kgraph, +tellic data, tellic data, and/or knowledgen data.

(c)       “tellic Services”.  tellic will: (i) make the Services and Content available to Customer pursuant to this Agreement, and the applicable Order Form, (ii) provide applicable tellic standard support to Customer for Services purchased at no additional charge, (iii) provide Customer with a specific instance of Services walled from other customers data and usage if purchased by Customer, (iv) provide Customer with access to view all source data records used in Services and download up to 50 source records per query, (v) use commercially reasonable efforts to make Services available except for: (a) planned downtime (of which tellic shall give advance electronic notice), and (b) any unavailability caused by circumstances beyond tellic’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving tellic employees), Internet service provider failure or delay, infrastructure outage, non-tellic application, or denial of service attack, and (iv) provide the Services in accordance with laws and government regulations applicable to tellic’s provision of Services to its customers generally (i.e., without regard for Customer's particular use of the Services), and subject to Customer's use of Services purchased by Customer in accordance with this Agreement, the Documentation and the applicable Order Form.  In addition, Services may include product specific features, functions, tellic obligations, and/or Customer obligations as set forth in the Product Specific Schedules in Section 12 of this Agreement.

(d)       Use of Services, Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services purchased by Customer, and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for additional Services may be purchased through an additional Order Form for the term and at the rate as set forth in such Order Form. Customer agrees that its purchases of subscriptions are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by tellic regarding future functionality or features. 

(e)      Limits on Customer Use.  Services and Content are subject to usage limits specified in this Agreement, Order Forms and documentation. If Customer exceeds a contractual usage limit, tellic may work with Customer to seek to reduce Customer's usage so that it conforms to that limit, or Customer will execute an Order Form for additional quantities of Services or Content promptly upon tellic request, and/or pay any invoice for excess usage in accordance with the "Invoicing and Payment" section below.

(f)      Limits on Sharing of Login Credentials.  Customer shall register authorized users under the applicable Subscription.  Each user under the Customer Subscription will receive a unique password to the Services.  Sharing of passwords between users or with unauthorized users is prohibited.  Should tellic determine, in its sole discretion that login sharing between users has occurred, tellic may deactivate the shared login credential.  No refund shall be provided to Customer for the remaining subscription term associated with a deactivated login credential.

(g)       Customer Responsibilities and Restrictions.  Customer will: (i) be responsible for users' compliance with this Agreement, and Order Forms, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify tellic promptly of any such unauthorized access or use, and (iii) use Services and Content only in accordance with this Agreement, Any use of Services or Content in breach of the foregoing by Customer or Customer’s users that in tellic’s judgment threatens the security, integrity or availability of tellic’s Services, may result in tellic’s immediate suspension of Customer’s use of and access to Services and Content. 

(h)       Modifications and Discontinuation of Service.  For any order, renewal, or requested change of Services requested by Customer through an applicable Order Form submitted on or after March 1, 2020, Customer agrees that tellic may, from time to time, make modifications to the Service or individual features and functionality of the Service, as well as modify this Agreement, and will use commercially reasonable efforts to notify Customer of any material modifications.  

 2.      OWNERSHIP OF TELLIC IP

(a)       Except as set forth in Section 3 below, the parties agree that tellic shall exclusively own and retain all Intellectual Property Rights in and to “tellic IP”, defined as the (i) +tellic, +biotext, +mytext, +knowledgen, +kgraph, +explorer, +notebooks, +tellic graph.C19, tellic graph.C19, graph.C19, drug360 graph, +tellic graph, tellic graph, drug360 graph, knowledgen, +tellic data, and tellic data, knowledgen data; (ii) the Services; (iii) all works of authorship, programs, software, code, source code, data, system design, processes, tools, reports, manuals, supporting materials, drawings, diagrams, flowcharts, business, templates, documents, materials, technology, trademarks, trade secrets, website(s), modifications, content generated by tellic, updates and enhancements and concepts (“Works”), any of which existed prior to the Effective Date of this Agreement, whether created by or for tellic (“Pre-Existing Materials”); (iv) any and all Works that are developed by tellic or jointly by Customer and tellic; and (v) any and all Works developed by Customer that are derived from or that incorporate Services, or Pre-Existing Materials, including all feedback provided by Customer regarding usability, performance, effectiveness, enhancements, or bugs and all fixes and enhancements based on such feedback.  To the extent tellic is not automatically deemed to be the author, inventor or owner of any tellic IP, Customer agrees to assign and hereby assigns, all right, title and interest it may have in any tellic IP to tellic, and agrees to execute all documents necessary to effect tellic’s full ownership in and to all tellic IP.  Customer appoints tellic its attorney in fact to execute such documents, which appointment is coupled with an interest and is therefore irrevocable.  The term “Intellectual Property Rights” means copyrights, trademarks, service marks, trade secrets, know-how, patents, patent applications, moral rights, contractual rights of non-disclosure or any other intellectual property or proprietary rights, however arising, throughout the world.

(b)       Limitations on Use.  Except as otherwise expressly provided in this Agreement, no other license or right shall be deemed granted or implied with respect to the tellic IP.  Except as otherwise expressly allowed in this Agreement, Customer shall not  use, distribute, sell, sublicense or disclose any of the tellic IP without written authorization of tellic.    Customer agrees not to, without the prior written consent of tellic, (a) make any modifications to the Services and Content; (b) adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services or Content; (c) make the Services or Content available to any third party, including through lease, rent, sub-lease or by lending access; (d) make any copies of, reproduce, upload or transfer the Services or Content, any portion of any software relating to the Services and Content, or any Data or Documentation relating to or accessed via the Services and Content; or (e) alter, remove or suppress in any manner any copyright, trademark, or other notices displayed by the Services, Content, or the Documentation.  tellic and its licensors retain all rights not so granted. 

3.      CUSTOMER RIGHTS

(a)       Customer exclusively owns and retains all right, title, and interest in and to (i)  its business, technology, trademarks, Customer created content, and all other Intellectual Property Rights in materials that are developed and owned by Customer prior to the Effective Date of this Agreement; and (ii) any and all Works that Customer develops independently after the Effective Date that are not derived from or do not incorporate the Services, Content, or Pre‑Existing Materials (collectively, “Customer Materials”).  

(b)       Customer grants to tellic a non-exclusive, fully paid license (i) to use, retain, reproduce, distribute and prepare derivatives of the Customer Materials for purposes of performing the Services, and (ii) to collect, analyze and use the Customer Materials and data resulting from Customer’s use of Services for the purposes of improving Services and optimizing their operation and performance.  tellic may disclose such data to third parties for purposes of Services operation.

 4.      CONFIDENTIALITY

(a)       As used herein, the term “Confidential Information” means all non-public information disclosed directly or indirectly by one party (including its employees, agents and representatives, the “Disclosing Party”) to the other party (“Receiving Party”) in connection with the transactions contemplated by this Agreement (including the pricing, terms and conditions of this Master Subscription Agreement and each Order Form), whether furnished before or after the date of this Agreement, and whether written, oral or in electronic form.  The term Confidential Information does not include information that (i) is now (or hereafter becomes) generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement; (ii) is lawfully received by Receiving Party on a non-confidential basis from a third-party that is not bound by a confidentiality obligation; and (iii) is independently developed by employees or agents of the Receiving Party who have not had, either directly or indirectly, access to or knowledge of the Confidential Information.

(b)       Each Receiving Party hereby agrees that it will preserve the confidentiality of the Confidential Information and that it will not, directly or indirectly, disclose the Confidential Information or use the Confidential Information or any part thereof in a manner detrimental to the other party or for any purpose other than as necessary for the Receiving Party’s performance of its obligations under this Agreement.  The Receiving Party may disclose the Confidential Information to its employees and representatives but only to the extent that they (i) need access to the Confidential Information for the performance of its obligations under this Agreement, and (ii) have been informed of the confidential nature of the Confidential Information and have agreed to be bound by the terms hereof.  Each Receiving Party hereby agrees to be responsible for any breach of Section 4 by its employees and representatives.

(c)       If Receiving Party is requested by a court, governmental entity or other third-party to disclose any Confidential Information, it will promptly notify Disclosing Party to permit Disclosing Party to seek a protective order or take other appropriate action, and will assist in such activities.  Receiving Party shall only disclose the part of the Confidential Information as is required by law to be disclosed and Receiving Party will use its best efforts to obtain confidential treatment therefor.

(d)       Receiving Party acknowledges that the Confidential Information is the exclusive property of and belongs solely to the Disclosing Party and shall not claim otherwise for any purpose.

Upon request from the Disclosing Party, the Receiving Party (i) will promptly return all written Confidential Information furnished to it, (ii) will destroy and permanently delete all documents, memoranda, notes and other records (regardless of form and including all copies thereof) that reflect, or were prepared on the basis of, the Confidential Information and will certify such destruction in a certificate signed by an officer who has personally supervised such destruction, and (iii) will not retain any copies, extracts, or other reproductions in whole or in part.

(e)       Each Receiving Party acknowledges and agrees that its confidentiality obligations are of a unique character, that any breach or threatened breach of Section 4 will cause irreparable material injury to the Disclosing Party, that money damages would not be a sufficient remedy for any breach of Section 4 and that, in the event of any breach or threatened breach, in addition to all other applicable rights and remedies hereunder or at law, the Disclosing Party shall be entitled to specific performance and equitable relief (including without limitation a temporary restraining order and injunctive relief), without being required to prove damages or furnish any bond or other security.  

5.      USE OF CUSTOMER NAME AND LOGO

Customer agrees that tellic may use Customer’s corporate name and logo on tellic’s website, in marketing materials to tellic’s clients and potential clients, and in a press release made within thirty (30) days of the execution of any Order Form announcing Customer’s selection of the Services. Customer may opt out or revoke tellic’s right to use Customer’s corporate name and logo by giving tellic thirty (30) days written notice of Customer’s desire to opt out of this Section. 

6.      TERM AND TERMINATION

(a)       Term.  This Agreement commences on the date Customer first accepts it or signs the applicable Order Form, or executes an online or electronic order, and continues until all subscriptions hereunder have expired or have been terminated.  The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least thirty (30) days before the end of the relevant subscription term for annual subscriptions, at least fourteen (14) days for monthly subscriptions, and at least zero (0) days for promotional (free) subscriptions.

(b)       Termination for Cause.  Either party may terminate this Agreement and/or Subscription upon written notice of termination if the other party: (1) defaults in the performance of or breaches any material requirement or obligation created by this Agreement, which default or breach is not cured within thirty (30) days following the defaulting or breaching party’s receipt of written notice of default; (2) ceases doing business in the normal course; (3) is the subject of any state or federal proceeding (whether voluntary or involuntary) relating to its bankruptcy, insolvency or liquidation that is not dismissed within ninety (90) days; or (4) makes an assignment for the benefit of creditors or a receiver is appointed for a substantial part of the other party’s assets.  If tellic terminates this Agreement for cause, as set forth above, then all subscriptions and Order Forms to this Agreement shall also immediately terminate.  Payment obligations of accrued amounts for Services and/or Content rendered and any claims relating to this Agreement shall survive any termination of a subscription or Order Form.

(c)       Effects of Termination; Survival.  Upon termination of this Agreement, all rights and licenses granted hereunder shall cease, except as otherwise provided in this Agreement.  Upon termination for any reason (other than breach by tellic), all payments due through the remainder of the Term of any Order Form will accelerate and become immediately due and payable.  Upon termination of this Agreement, Customer will immediately cease all use of the Services and Content, and Customer will return and then destroy all copies of tellic IP and Content. Customer will notify tellic of the destruction of tellic IP and Content within 72 hours of termination. Within 45 days of termination, tellic will delete the applicable Customer specific instance of Services and any associated user data and logins.  Those provisions of this Agreement which, by their nature, are meant to survive termination shall so survive, and include without limitation provisions related to ownership of intellectual property, confidentiality, indemnification, limitation of liability, warranties and representations, governing law and venue, payment and non-solicitation.

7.      FEES AND PAYMENT TERMS

(a)       Customer will pay all Fees specified in Order Forms, Quotes, and online purchasing portal cart. Except as otherwise specified herein or in an Order Form, (i) Except for knowledgen, fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. 

(b)       Order Form Fees do not include taxes. Customer shall pay all federal, state or local taxes, including sales, use or excise taxes.  Such taxes, when applicable, will appear as separate items on the invoice.

(c)       Customer shall pay tellic the Fees and taxes in U.S. dollars.

8.      REPRESENTATIONS AND WARRANTIES

(a)       Each party warrants and represents at all times that it has the right, power and authority to enter into this Agreement and each Order Form, and it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or formation.

(b)       tellic represents that, to the best of its knowledge, Services and Content, do not infringe on any valid and enforceable Intellectual Property Right of any third party.

Customer represents that with respect to any third party materials or content (“Third Party Materials”) that are delivered to tellic by Customer, Customer has obtained the right to use the Third Party Materials, and that tellic’s use of such Third Party Materials will not infringe the Intellectual Property Rights of any third party.

9.      INDEMNIFICATIONS

Each party will indemnify, defend and hold harmless the other party and that party’s officers, directors, employees, successors and assigns (the “Indemnified Parties”) from and against any losses, liabilities, damages, fines, penalties, settlements, liens, judgments, costs and expenses, including reasonable attorney fees, and interest (including taxes) resulting from, arising out of, or relating to: (i) any breach by that party of any of its obligations or representations hereunder, or (ii) injury or death, or damage to any property caused by or arising from the negligent acts or omissions of that party.  tellic shall have no indemnification obligation to Customer with regard to any claim to the extent that the claim or allegation is based on: (1) a violation by Customer of this Agreement; or (2) the inclusion of any Customer Materials or Third Party Materials in any tellic IP.  Indemnification hereunder shall be subject to the Indemnified Party promptly giving the indemnifying party notice of a claim for indemnification and providing assistance as reasonably requested by the indemnifying party.

10.      WARRANTY DISCLAIMER AND LIMITATION ON LIABILITY

(a)       Customer agrees that the use of the Services and Content is at Customer’s risk and are provided “AS IS” “WITH ALL FAULTS” and without warranty of any kind.  

(b)       EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (INCLUDING ALL SCHEDULES, AND EXHIBITS), NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT THE SERVICES, OR CONTENT WILL MEET ALL NEEDS AND EXPECTATIONS.  EXCEPT FOR LIABILITIES RELATING TO INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION AND FOR LIABILITIES RELATING TO A PARTY’S DUTY TO DEFEND THE OTHER PARTIES AGAINST THIRD-PARTY CLAIMS UNDER SECTION 9 (AND TO PAY SETTLEMENTS, JUDGMENTS AND DAMAGES TO THE THIRD PARTIES BRINGING SUCH THIRD-PARTY CLAIMS), IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR (A) INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, IN THE PATENT CONTEXT, LOST PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITY OR CLAIMS OF THIRD PARTIES) ARISING IN ANY MANNER IN CONNECTION HEREWITH, OR OUT OF THIS AGREEMENT, THE PERFORMANCE OR BREACH HEREOF, OR THE SUBJECT MATTER HEREOF, HOWEVER CAUSED, WHETHER BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT PRODUCT LIABILITY, INFRINGEMENT, OR OTHERWISE, AND WHETHER OR NOT TELLIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.  TELLIC IS NOT RESPONSIBLE FOR ANY CUSTOMER DATA THAT IS DELAYED, LOST, ALTERED, INTERCEPTED OR STORED DURING THE TRANSMISSION OF ANY DATA WHATSOEVER ACROSS NETWORKS NOT OWNED AND/OR OPERATED BY TELLIC, INCLUDING, BUT NOT LIMITED TO, THE INTERNET AND CUSTOMER’S LOCAL NETWORK, AND (B) DAMAGES IN EXCESS OF AN AMOUNT EQUAL TO THE TOTAL SUM PAYABLE BY CUSTOMER TO TELLIC DURING THE THREE (3) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE.  

(c)       TELLIC REPRESENTS THAT INDUSTRY STANDARD PRACTICES ARE EMPLOYED BY TELLIC REGARDING THE SECURITY AND INTEGRITY OF THE SYSTEMS DEVELOPED AND MAINTAINED BY TELLIC IN SUPPORT OF SERVICES AND CONTENT.  TELLIC SHALL BEAR NO RESPONSIBILITY OR LIABILITY FOR ANY MALICIOUS ATTACK INCLUDING A THIRD PARTY’S USE OF VIRUSES, WORMS, TIME BOMBS, TROJAN HORSES OR ANY OTHER CODE, FILE, SCRIPT, AGENT OR PROGRAM INTENDED TO DO HARM ON OR TO TELLIC’S SYSTEM, SERVICES, OR CONTENT.

11.      MISCELLANEOUS

(a)       Governing Law and Venue.  This Agreement will be governed and interpreted in accordance with the laws of the State of New York without reference to conflicts of laws principles. Jurisdiction and venue for all disputes hereunder shall be in New York, New York and the parties hereby irrevocably consent to such jurisdiction and venue.

(b)       WAIVER OF JURY TRIAL.  THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, SERVICES OR CONTENT PROVIDED HEREUNDER.

(c)       Notices.  Notices and communications hereunder shall be in writing and deemed served when received by hand delivery, certified mail (return receipt requested), by recognized overnight courier, or by facsimile (electronically confirmed and followed up immediately by standard United States mail), to an officer of the other party. 

(d)       Entire Agreement.  This Agreement, including any Schedules and/or Exhibits, is the entire agreement of the parties, represents the complete integration of the parties’ agreement, and supersedes all prior agreements and communications between the parties with respect to the subject matter of this Agreement (including all prior non-disclosure and confidentiality agreements signed by the parties in anticipation of the business relationship described in this Agreement).  In the event of an inconsistency, ambiguity, contradiction or conflict between the terms of this Agreement, its Schedules, Exhibits, and any amendments to any of the foregoing, the order of preference is: (i) the terms of any amendment to this Agreement, (ii) then the terms of this Agreement, unless expressly overridden by an Exhibit or Schedule; (iii) then the terms of the Schedules to this Agreement, and (iv) then the terms of any Exhibits.

(e)       Interpretation.  The parties acknowledge and agree that (i) each party and its counsel have reviewed the terms and provisions of this Agreement, (ii) the normal rule of construction, to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of it, and (iii) the terms and provisions of this Agreement shall be constructed fairly as to all parties hereto and not in favor or against any party, regardless of which party was generally responsible for the preparation of this Agreement.  All references to a number of days mean calendar days, unless stated otherwise. 

(f)        Severability; Modification.  If any provision of this Agreement shall be held invalid, illegal or unenforceable, the remaining provisions shall not be affected or impaired.  This Agreement may be modified only by a written agreement executed by an authorized representative of the party against whom the modification is asserted.  No documents exchanged or course of dealings by the parties shall modify the terms of this Agreement unless in writing signed by an authorized representative of both parties.

(g)       No Waiver.  The failure of a party to exercise any right or privilege arising out of this Agreement shall not preclude it from requiring that the other party fully perform its obligations or preclude it from exercising such a right or privilege at any time.

(h)       Assignment.  This Agreement shall not be assigned or transferred in whole or in part by either party without the prior written consent of the other, provided that either party may assign this Agreement upon written notice to the other party and without requiring any consent from the other party in connection with a public offering of its securities or in a sale of all or substantially all of its assets to which this Agreement relates or by way of merger, consolidation, or similar transaction.  Any purported assignment or transfer in violation of this paragraph shall be void.  Nothing in this Agreement shall be construed as permitting a trustee or purchaser in bankruptcy to assume this Agreement without the written consent of the other party.  Subject to the foregoing restrictions, this Agreement will bind and benefit the parties and their successors and permitted assigns. 

(i)        Force Majeure.  Except for the obligation to pay sums due hereunder, neither party shall be responsible for defaults, delays or failures in performance of this Agreement (including, without limitation, technical malfunctions, telecommunication or internet outages or problems, computer errors, or corruption or loss of information) resulting from acts, events, circumstances or causes beyond its control.

(j)        Customer agrees to comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority, and not to export or re-export the Service or Content or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals.

(k)        Non-Solicitation.  During the term of this Agreement and for a period of one year after termination of this Agreement, Customer hereby agrees that it and its affiliates shall not, directly or indirectly, solicit, discuss employment or consultancy with, or hire any employee or consultant of tellic or its affiliates.

(l)      Competition.  Customer acknowledges and agrees that tellic may, without limitation, accept subscriptions from or issue subscriptions to other persons, firms, corporations, or other entities, including entities that compete with Customer, for Services and Content, on any terms tellic deems appropriate. 

(m)       Headings.  Any headings are solely for convenience or reference and shall not affect the meaning or construction of this Agreement.

(n)       Counterparts.  This Agreement may be executed in several counterparts, including electronic document and pdf, each of which will be deemed to be an original, all of which, when taken together, shall constitute one and the same instrument.

12.    SCHEDULE OF PRODUCT SPECIFIC TERMS AND CONDITIONS

(a)       +explorer, +notebooks, +tellic graph, and tellic graph.  As stated above.

(b)       +tellic graph.C19, tellic graph.C19 and graphC19. Customer agrees to and shall cite the use of tellic graph.C19 as research methodology in any publications describing work stemming from tellic graph.C19 searches, and shall include the graph version used, date accessed, and a brief description. For example: 

In the target identification process, we used tellic graph.C19, which uses NLP and AI to process millions of data points across multiple sources (www.tellic.com, tellic graph.C19, searched March 26, 2020).

Contact tellic for best practice language if you need to include additional details about the Services or Content.  

tellic reserves the right to discontinue offering this Service in whole or in part, at any time, upon no less than 1 day prior notice.  Customer agrees that tellic shall not be liable to Customer or any third party for any such discontinuation of this Service.  

(c)       drug360 graph.  As stated above.

(d)       +knowledgen, knowledgen.  As stated above.

(e)       +kgraph, +biotext, +mytext, +tellic data and tellic data.  As stated above.

Modifications

April 2, 2023. Clarification of tax payment responsibilities.
September 30, 2022. Clarification of termination responsibilities.
November 17, 2021. Added new services and data offerings.
March 30, 2020. Added graph.C19 services and provisions.
March 9, 2020. Added new services and data offerings.