IMPERIAL CLINICAL RESEARCH SERVICES INC.
Customer Electronic Commerce Agreement

 

The following are terms of a legal agreement between you, a customer of Imperial Clinical Research Services, Inc. ("Customer") and Imperial Clinical Research Services, Inc. When using this web site you acknowledge that you have read, understand, and agree, to be bound by this agreement and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations.

Imperial Clinical Research Services, Inc. controls and operates its World Wide Web sites (collectively known as "The Imperial Marketplace"TM) from its offices within the United States. Claims relating to, including the use of, The Imperial Marketplace and the materials contained therein are governed by the laws of the United States and the State of Michigan. If you access The Imperial Marketplace from another location, you do so on your own initiative and are responsible for compliance with applicable laws.

SITE CONTENTS, OWNERSHIP, AND USE RESTRICTIONS

The information contained in the Imperial Marketplace Web site and other Imperial Clinical Research Services Web sites, including all images, illustrations, designs, photographs, video clips, writings, data, and other materials that appear in the site are copyrights, trademarks, trade dress or other intellectual property owned, controlled, or licensed (all of which, collectively, are herein referred to as the "Contents") by Imperial Clinical Research Services Inc. or its subsidiaries and affiliates or are the property of their respective owners. The name Imperial Clinical Research Services, Inc., the Imperial crown logo and The Imperial Marketplace are registered or unregistered trademarks of Imperial Clinical Research Services, Inc.

Permission is granted to display, copy, distribute, download, and print in hard copy portions of the Contents solely for the purposes of:

  1. placing an order with Imperial Clinical Research Services, Inc. or its affiliates;
  2. using The Imperial Marketplace as a shopping resource, provided you do not modify the Contents and that all copyright and other proprietary notices contained in the Contents are retained;
  3. retrieving information specifically relating to your own business transactions with Imperial Clinical Research Services, Inc.

Except under the foregoing circumstances, none of the Contents may be copied, reproduced, distributed, republished, downloaded, displayed, posted electronically or mechanically, transmitted, recorded, in any manner mirrored, photocopied, or reproduced without the prior written permission of Imperial Clinical Research Services, Inc. or the applicable copyright owner.

The term of this agreement is indefinite. Imperial Clinical Research Services, Inc. may terminate access and usage rights at any time. In addition, the permission granted herein terminates automatically if you breach any of the terms and conditions contained within this agreement. Any use of the Contents, including reproduction for purposes other than as noted above, and including any reproduction, modification, distribution, or republication may violate copyright or trademark laws, and, without the prior written permission of Imperial Clinical Research Services, Inc., is strictly prohibited.

CUSTOMER OBLIGATIONS AND REPRESENTATIONS

Customer's "users" include any person to whom Customer has provided a user ID and password, either directly or indirectly, for the purpose of accessing The Imperial Marketplace or who otherwise accesses the Imperial Marketplace, directly or indirectly, through Customer. The Customer assumes total responsibility for its users' use of The Imperial Marketplace, including issuance, revocation and security on all user accounts and passwords established under this agreement. The Customer agrees to maintain user accounts, including passwords, in such a way as to ensure security established for The Imperial Marketplace is not compromised. Customer agrees to promptly notify Imperial Clinical Research Services, Inc. when it is known that the security mechanisms established for The Imperial Marketplace have been compromised. Customer agrees to use The Imperial Marketplace solely for the purpose for which it was intended and assumes all responsibility for any access or other use, whether or not authorized, by its users.

DISCLAIMER OF WARRANTY

IMPERIAL CLINICAL RESEARCH SERVICES, INC. IS PROVIDING THE IMPERIAL MARKETPLACE SITE AND ITS CONTENTS ON AN "AS IS" AND "AS AVAILABLE" BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ANY LINKS TO WEB SITE CONTENT OF OTHER COMPANIES FROM THE IMPERIAL MARKETPLACE IS PROVIDED SOLELY FOR THE CONVENIENCE OF OUR CUSTOMERS AND IMPERIAL CLINICAL RESEARCH SERVICES, INC. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED TO THESE OTHER SITES.

Price and availability information is subject to change without notice.

DISCLAIMER OF LIABILITY

IN NO EVENT SHALL IMPERIAL CLINICAL RESEARCH SERVICES, INC. BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, DATA, SALES OR PROFITS, OR INTERRUPTION OF BUSINESS, WITHOUT REGARD TO THE FORM OR BASIS OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS, ARISING OUT OF OR IN CONNECTION WITH THE USE, COPYING, OR DISPLAY OF THE CONTENTS OR THE TRANSFERRING OF DATA TO OR FROM SUPPLIERS OF RAW OR FINISHED GOODS.

Customer acknowledges and accepts that in an effort to provide our customers with the most current information or improved service, Imperial Clinical Research Services, Inc., from time to time, may make changes to the Contents and the products or services offered in The Imperial Marketplace.

SECURITY

Customer acknowledges and agrees that use of or connection to the Internet is inherently insecure, that information transmitted and received through the Internet cannot be expected to remain confidential, that Imperial Clinical Research Services, Inc. cannot and does not guarantee the privacy, security, authenticity or non-corruption of any information so transmitted in any system connected to the Internet, that Imperial Clinical Research Services, Inc. is not responsible for any adverse consequences of Customerís connection to or use of the Internet and that Imperial Clinical Research Services, Inc. is not responsible for any use of the Internet or of the Imperial Marketplace by Customer. Use of any information transmitted or obtained by Customer using the Internet or the Imperial Marketplace is at Customerís own risk. Customer acknowledges and agrees that Imperial Clinical Research Services, Inc. specifically denies or disclaims any responsibility for and shall have no liability or responsibility for the accuracy or quality of information obtained through the Imperial Marketplace, including circumstances occurring as a result of failure of performance, error, omission, interruption, corruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction, or unauthorized access to, alteration of or use of information or facilities or malfunctioning Internet web sites.

USER FEEDBACK AND OTHER INFORMATION PROVIDED BY THE CUSTOMER

Customer agrees that any material, information, and ideas that it transmits to The Imperial Marketplace or otherwise provides to Imperial Clinical Research Services, Inc. shall be and remain the property of Imperial Clinical Research Services, Inc. Imperial Clinical Research Services, Inc. shall be free to use any ideas, concepts, know-how, or techniques contained in such information for any purpose whatsoever including, but not limited to developing, manufacturing, or marketing products incorporating such information. Customer further agrees that Imperial Clinical Research Services, Inc. may use information about the customer's demographics and use of The Imperial Marketplace in any manner that does not reveal the customer's identity.

Customer agrees that it is prohibited from posting or transmitting to, from or through the Imperial Marketplace any materials or information that Imperial Clinical Research Services, Inc., in its sole discretion determines is unlawful, threatening, libelous, defamatory, inflammatory, pornographic, profane or otherwise inappropriate material or any other material that could give rise to any civil or criminal liability under law. You are solely responsible for the content of any such postings or transmissions.

LAWS AFFECTING ELECTRONIC COMMERCE

From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Imperial Clinical Research Services, Inc. and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Customer's activities and participation in Internet electronic commerce.

INDEMNIFICATION

Customer, at its own expense, agrees to reimburse, defend, indemnify and hold Imperial Clinical Research Services, Inc., its officers, directors, employees, affiliates, successors, assigns, agents and representatives harmless from and against any claim, liability, damages, causes of action, fines or proceedings arising out of Customerís or Customerís usersí use of or access to the Imperial Marketplace or breach of any of the provisions of this Agreement, including, but not limited to, damages, attorneysí fees and costs. This provision shall survive termination of this Agreement.

REVISIONS TO THIS AGREEMENT

Imperial Clinical Research Services, Inc. may revise this agreement from time to time without notice to the Customer. By using the Imperial Marketplace you agree to be bound by any such revisions.

The Customer agrees that in the event any portion of this agreement is found to be unenforceable, the remainder of the agreement shall remain in full force and effect.