PHARM/PCS V5
Terms of Service
DRAFT — for review by legal counsel before publication.
Effective date: [INSERT DATE]
Provider: MCS Scientific LLC (“MCS Scientific,” “we,” “us,” or “our”)
Product: PHARM/PCS V5 pharmacology calculation software (the “Software”)
By subscribing to, accessing, or using the Software, you (“you,” “your,” or the “Subscriber”) agree to be bound by these Terms of Service (the “Terms”). If you do not agree, do not access or use the Software. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.
3.1 To use the Software you must register for an account and provide accurate, current information.
3.2 Academic eligibility. The Academic plan is available only to individuals engaged in Academic Use who hold a valid academic or institutional email address (for example, a .edu, .ac.uk, or other recognized institutional domain). By subscribing to the Academic plan, you represent and warrant that you qualify for Academic Use.
3.3 Verification and reclassification. We reserve the right, at any time, to verify eligibility for the Academic plan and to request evidence of academic affiliation. If we determine that a Subscriber on the Academic plan is engaged in Commercial Use, or does not qualify for Academic Use, we may, at our discretion and with notice: (a) require the Subscriber to upgrade to the Commercial plan; (b) suspend or terminate the Academic Subscription; and/or (c) charge the difference between the Academic and Commercial subscription fees for the misused period.
3.4 You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.
Subject to your compliance with these Terms and payment of the applicable fees, MCS Scientific grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Software for the term of your Subscription, as follows:
4.1 Academic Individual license. A single-user license permitting Academic Use only, by the named individual Subscriber. Academic licenses may not be used for Commercial Use.
4.2 Commercial Individual license. A single-user license permitting Commercial Use and professional use by the named individual Subscriber.
4.3 Single user. Each license is for one (1) named individual. Licenses may not be shared among, transferred to, or concurrently used by multiple individuals.
You agree that you will not, and will not permit any third party to:
6.1 Annual billing. Subscriptions are billed annually in advance at the price stated at the time of purchase. Payment is processed through our third-party payment processor (Stripe); by subscribing you also agree to the processor’s applicable terms.
6.2 Automatic renewal. Subscriptions renew automatically at the end of each annual term at the then-current price, unless cancelled before the renewal date. [CONFIRM your renewal/notice practice with counsel; some jurisdictions require specific auto-renewal disclosures and reminders.]
6.3 Cancellation. You may cancel at any time. Cancellation stops future renewals; your access continues until the end of the current paid term.
6.4 No refunds. Except where required by law, subscription fees are non-refundable, and we do not provide refunds or credits for partial subscription periods or unused time.
6.5 Price changes. We may change subscription prices for future terms. Any price change will apply to renewals occurring after reasonable notice to you.
The Software, including all calculation procedures, code, design, documentation, and companion materials, and all intellectual property rights therein, are and remain the exclusive property of MCS Scientific and its licensors. These Terms grant you a license to use the Software; they do not transfer any ownership rights to you.
8.1 THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
8.2 Professional-judgment disclaimer. The Software is a computational aid intended to assist qualified users. It is not a substitute for professional training, independent verification, or professional judgment. You are solely responsible for reviewing, verifying, and validating any calculation, output, or result before relying on or acting upon it.
8.3 No clinical reliance. The Software is not a medical device and is not intended to be the sole basis for any clinical, diagnostic, dosing, prescribing, or patient-care decision. Any such decision must be independently verified by a qualified professional in accordance with applicable standards of care.
8.4 We do not warrant that the Software will be error-free, uninterrupted, or free of harmful components, or that any results obtained from it will be accurate or reliable.
9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MCS SCIENTIFIC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, MCS SCIENTIFIC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SOFTWARE WILL NOT EXCEED THE AMOUNT YOU PAID TO MCS SCIENTIFIC FOR THE SUBSCRIPTION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.3 Some jurisdictions do not allow certain limitations; in those jurisdictions, the above limitations apply to the fullest extent permitted by law.
You agree to indemnify and hold harmless MCS Scientific from any claims, damages, losses, or expenses (including reasonable legal fees) arising out of your use of the Software in violation of these Terms or applicable law.
11.1 We may suspend or terminate your access to the Software if you materially breach these Terms, including any misuse of an Academic license as described in Section 3.3.
11.2 Upon termination, your license ends and you must cease all use of the Software. Sections that by their nature should survive termination (including Sections 7, 8, 9, 10, and 12) will survive.
These Terms are governed by the laws of the Commonwealth of Pennsylvania, USA, without regard to its conflict-of-laws rules. [CONFIRM governing law, venue, and whether you want an arbitration or class-action-waiver clause with counsel.] You agree to the exclusive jurisdiction of the state and federal courts located in Montgomery County, Pennsylvania.
We may update these Terms from time to time. Material changes will be communicated by reasonable means (for example, by email or an in-product notice), and your continued use of the Software after the changes take effect constitutes acceptance.
Questions about these Terms may be directed to:
MCS Scientific LLC
234 Caspian Ln, Norristown, PA 19403
info@mcsscientific.com
This document is a draft template and does not constitute legal advice. Have it reviewed by a qualified attorney licensed in your jurisdiction before publication or use.