1. Acceptance of these Terms
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. Any separate acknowledgment of automatic renewal presented at sign-up is part of these Terms.
2. Definitions
- Software: the PHARM/PCS V5 application, including its 48 validated calculation procedures, together with any updates, documentation, and companion materials made available by MCS Scientific.
- Subscription: a paid, time-limited license to use the Software under one of the plans described in Section 4.
- Academic Use: use by an individual student, educator, or researcher in connection with education, instruction, coursework, or non-commercial academic research, and not for a commercial, revenue-generating, or industry purpose.
- Commercial Use: any use that is not Academic Use, including use by or on behalf of a business, government, or other organization, or use in connection with commercial, professional, industrial, or revenue-generating activity.
- Authorized Territory: the jurisdictions in which MCS Scientific offers the Software for purchase, as identified on the order page. As of the Effective Date, the Authorized Territory is the United States. MCS Scientific may add jurisdictions to the Authorized Territory without amending these Terms for existing Subscribers.
- Identity Display: the on-screen display of the Subscriber’s name, user ID, and any visible or embedded user, account, license, or copy-specific identifier included in the Software for licensing, security, or anti-redistribution purposes.
- License Validation Data: the account or Subscription identifiers and technical request information periodically transmitted to confirm an active Subscription, as described in the Privacy Policy.
3. Accounts and Eligibility
3.1 Account registration. To use the Software, you must register for an account and provide accurate, current information. You must be at least eighteen (18) years old to register, subscribe to, or otherwise use the Software; by registering, you represent and warrant that you meet this age requirement.
3.2 Authorized Territory. You may subscribe only if MCS Scientific offers the Software for purchase in your jurisdiction. At the time of purchase, you represent and warrant that you are physically located in and ordinarily reside in an Authorized Territory, or, if subscribing for an organization, that the organization has its principal place of business there. Temporary travel outside an Authorized Territory does not by itself violate this Section, but access remains subject to applicable law and technical availability.
3.3 Academic eligibility. The Academic plan is available only to individuals engaged in Academic Use who hold a valid academic or institutional email address, such as a .edu address or another recognized United States institutional domain. By subscribing to the Academic plan, you represent and warrant that you qualify for Academic Use.
3.4 Verification and reclassification. We reserve the right, at any time, to verify eligibility for the Academic plan and to request evidence substantiating academic affiliation, including a current institutional or academic email address, a copy of a valid student or faculty identification card, or an enrollment or employment verification letter from the institution’s registrar or human resources office. If a Subscriber does not provide requested evidence within a reasonable time we specify, or if we determine that a Subscriber on the Academic plan is engaged in Commercial Use or otherwise does not qualify for Academic Use, we may, at our discretion and with notice, take one or more of the following actions: (a) require the Subscriber to upgrade to the Commercial plan; (b) suspend the Academic Subscription until the Subscriber upgrades or demonstrates eligibility; and (c) if the Academic Subscription is suspended because of ineligible use, condition reinstatement on payment of an amount equal to the difference between the Commercial and Academic subscription fees for the reasonably documented period of ineligible use during the current paid Subscription term.
3.5 Account security. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.
4. License Grant
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.
4.4 Identity Display. The Software displays the Subscriber’s name and user ID while the Subscriber works. The Identity Display supports single-user licensing and helps deter unauthorized redistribution. Use of the Software with the Identity Display intact, accurate, and unobstructed is an express condition of the license. You acknowledge that the Identity Display may be visible to third parties when the Software is projected, recorded, demonstrated, or shared on screen, including in classrooms and research settings.
4.5 Periodic license validation. While the Software is in use, it periodically sends License Validation Data to an endpoint operated by MCS Scientific to confirm that the Subscription is active. You authorize these validation checks as a condition of the license. If the Software cannot confirm an active Subscription after reasonable retries, or if the Subscription has expired, been canceled, or lapsed because of a failed payment, access may be automatically restricted or suspended. A suspension based solely on inactive Subscription status is administrative and does not itself constitute an allegation that you breached these Terms. Access may be restored when an active Subscription is confirmed. The Privacy Policy explains the related data practices.
5. Restrictions
You agree that you will not, and will not permit any third party to:
- share, resell, sublicense, rent, lease, or otherwise make the Software available to any person other than the named Subscriber;
- use an Academic license for any Commercial Use;
- reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, except to the extent this restriction is prohibited by applicable law;
- copy, modify, or create derivative works of the Software;
- remove or alter any proprietary, copyright, or license notices;
- remove, hide, obscure, alter, falsify, disable, or defeat the Identity Display or any visible or embedded user, account, license, or copy-specific identifier included in the Software;
- block, intercept, disable, spoof, forge, manipulate, bypass, or circumvent a license-validation check, or falsify a validation request, response, identifier, or Subscription status; or
- use the Software in violation of any applicable law or regulation.
6. Subscriptions, Billing, and Cancellation
6.1 Annual billing. Subscriptions are billed annually in advance at the price stated at purchase. Billing is managed through Kinde Billing, which uses an integration with Stripe to process payments. By subscribing, you also agree to the applicable terms and privacy notices of Kinde and Stripe.
6.2 Automatic renewal. Your Subscription will automatically renew for successive one (1) year terms at the then-current price unless you cancel before the cancellation deadline described in Section 6.3. Before purchase, we will clearly and conspicuously disclose the automatic-renewal terms in visual proximity to a separate acknowledgment and obtain your express affirmative consent to those terms. We will retain a record of consent for the period required by applicable law. Promptly after purchase, we will send a confirmation in a form you can retain that states the Subscription term, amount and frequency of charges, renewal date, cancellation deadline, and how to cancel. Before each renewal, we will send a reminder at least thirty (30) and not more than forty (40) days before the cancellation deadline. The reminder will state that the Subscription will renew, the amount and date of the upcoming charge, the cancellation deadline, and how to cancel; an emailed reminder will include an active link to the online cancellation process.
6.3 Cancellation. You may cancel automatic renewal at any time through the direct online cancellation link in your account or Subscription settings. Online cancellation will be available at will and will not include steps that obstruct or delay cancellation, although we may require you to sign in or otherwise authenticate your account. We will provide another cancellation method where required by law. Cancellation stops future renewals; your access continues through the end of the current paid term. To avoid the next renewal charge, cancel before the renewal date, which is the cancellation deadline.
6.4 No refunds. Except as provided in Sections 6.5 and 7.2, and 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 renewal terms. If we increase your price, we will provide clear and conspicuous notice, together with cancellation information, at least seven (7) calendar days and at least five (5) business days, but no more than thirty (30) calendar days, before the increase takes effect. We will obtain affirmative consent if applicable law requires it. Unless you affirmatively consent to an increased price when consent is required, you may cancel the Subscription and receive a pro rata refund for the remaining term if you do so within fourteen (14) days after the increased price is first charged.
7. Software Changes and Availability
7.1 Changes to the Software. MCS Scientific may add, update, modify, replace, suspend, or discontinue features or functionality of the Software. We will provide reasonable notice of a material reduction in functionality when practicable. Changes needed for security, legal compliance, interoperability, maintenance, or prevention of misuse may take effect without advance notice.
7.2 Discontinuation. MCS Scientific may discontinue the Software. If we permanently discontinue the Software before the end of your current paid term for reasons unrelated to your breach or an inactive Subscription, we will provide a pro rata refund for the unused portion of that term. To the extent permitted by law, that refund is your sole remedy for the discontinuation.
8. Intellectual Property
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.
9. Disclaimer of Warranties
9.1 As-is. 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.
9.2 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.
9.3 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.
9.4 No guarantee of performance. 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.
10. Limitation of Liability
10.1 Excluded damages. 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.
10.2 Liability cap. 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.
10.3 Jurisdictional limits. Some jurisdictions do not allow certain limitations; in those jurisdictions, the above limitations apply to the fullest extent permitted by law.
11. Indemnification
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.
12. Suspension and Termination
12.1 Termination for breach. We may suspend or terminate your access to the Software if you materially breach these Terms, including misuse of an Academic license under Section 3.4 or violation of the restrictions in Section 5.
12.2 Inactive Subscription. If your Subscription expires, is canceled, or lapses because of a failed payment, or if the Software cannot confirm an active Subscription as described in Section 4.5, we may restrict or suspend access. A suspension based solely on inactive Subscription status is not itself a finding of breach.
12.3 Effect of termination. Upon termination, your license ends and you must cease all use of the Software. Sections 3.4, 5, 6.4, 6.5, 7.2, 8, 9, 10, 11, 13, 14, and 15, together with this Section 12.3 and any provisions that by their nature should survive, will survive termination. Sections 6.5 and 7.2 survive only to the extent necessary to give effect to accrued cancellation, refund, payment, or other rights and obligations.
13. Governing Law and Disputes
These Terms are governed by the laws of the Commonwealth of Pennsylvania, USA, without regard to its conflict-of-laws rules. You agree to the exclusive jurisdiction of the state and federal courts located in Montgomery County, Pennsylvania.
14. Force Majeure
Neither party will be liable for delay or failure to perform an obligation, other than a payment obligation, to the extent caused by events beyond that party’s reasonable control, including natural disasters, severe weather, fire, epidemic, war, terrorism, civil unrest, labor disruption, government action, utility or telecommunications failure, hosting or Internet outage, or cyberattack. The affected party will use reasonable efforts to mitigate the effect and resume performance.
15. General Provisions
15.1 Severability and reformation. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. To the extent permitted by law, a court will modify or reform the affected provision only to the minimum extent necessary to make it enforceable while preserving its original purpose as closely as possible. If the provision cannot be modified or reformed, it will be severed.
15.2 Entire agreement. These Terms, together with the applicable order page and any automatic-renewal acknowledgment expressly incorporated into them, constitute the entire agreement between you and MCS Scientific concerning the Software and supersede all prior or contemporaneous understandings, communications, and agreements concerning the Software. The Privacy Policy separately describes MCS Scientific’s data practices and is not incorporated into these Terms or part of the contractual agreement between you and MCS Scientific. This does not limit MCS Scientific’s obligations under applicable privacy law. Any separate written agreement signed by MCS Scientific controls to the extent of a conflict.
15.3 Assignment. You may not assign or transfer these Terms or any Subscription or license without our prior written consent. Any attempted assignment in violation of this Section is void. MCS Scientific may assign these Terms, in whole or in part, in connection with a merger, reorganization, change of control, or sale of all or substantially all assets relating to the Software.
15.4 Notices. Except where these Terms or applicable law require a specific method, MCS Scientific may provide notices to you by email to the address associated with your account, through an in-product notice, or by posting a notice on the Software or its website. An email notice is deemed received when sent unless returned as undeliverable. The preceding deemed-receipt rule does not apply to notices required by Sections 6.2 or 6.5, or to any other notice for which applicable law prescribes the method, timing, content, or effectiveness of delivery. Those notices will be provided in accordance with applicable law. Notices to MCS Scientific must be sent to info@mcsscientific.com and are deemed received when actually received. This Section does not govern service of legal process.
15.5 No waiver. A failure or delay in exercising any right or remedy under these Terms is not a waiver of that right or remedy. A waiver on one occasion is not a waiver on any later occasion.
15.6 Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.
16. Changes to these Terms
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.
17. Contact
Questions about these Terms may be directed to:
MCS Scientific LLC