This is a legal agreement between you, the Licensee, and The United States Pharmacopeial Convention. If you do not agree to be bound to the terms of this Agreement, your license fee will be refunded.
The USP FOOD FRAUD DATABASE (hereinafter the “Database”) includes information about food fraud obtained through public searches of scientific literature, regulatory records, media reports, and other sources, Information may also be obtained through Freedom of Information Act requests, personal communication, or other means. USP maintains documentation of the primary source for each reference cited and provides users with links to the primary source, where available. For the purposes of this Database, food fraud is defined as the fraudulent addition of non-authentic substances or removal or replacement of authentic substances without the purchaser's knowledge for economic gain of the seller. This Database is not intended to address other types of food fraud, such as counterfeits and simulations, gray area markets, product tampering, production over-runs, theft, smuggling, document fraud, and diversions. Further, this Database does not cover food adulteration intended to cause public health harm, economic harm, or terror (i.e., food defense issues).
If the foregoing limitations are held to be unenforceable, USP’s liability for damages under this License Agreement to you shall in any event not exceed the amount of the license fee paid by you hereunder.
USP shall have no liability for any claim of infringement based on (i) use or combination of any portion of the Database with any products not supplied by USP, if such infringement would not have occurred without such use or combination, or (ii) use of other than the latest unmodified version of the Database provided to you by USP, if the infringement would have been avoided by the use of such version.
- Grant of License. USP hereby grants you a nontransferable, nonexclusive License to utilize the Database as set forth herein. The License granted herein extends to all updates to the Database and any part thereof, as such updates are published by USP in printed, electronic or other forms or otherwise made available to you.
- Compliance with Export Laws. This Agreement and License is subject to any and all export laws of the United States Government. Compliance with such laws, and compliance with the laws of any foreign countries, is your sole and absolute responsibility.
- Commercial Offering of the Database Prohibited. (a) The License granted herein is personal to you and you may use the Database solely for your internal operations. (b) You may not copy, modify, alter, revise, paraphrase, omit, change, display, store, time-share, rent, lease, sublicense, publish, distribute, transmit, transfer, assign, sell, incorporate in other products or services or the products or services of any other entity, or commercially exploit in any manner whatsoever, the Database or any portion thereof.
- Not Legal Advice. The listing of a particular food or adulterant in the Database is not intended as and does not constitute legal advice. The accuracy, completeness, adequacy or currency of the Database is not warranted or guaranteed. Users accept all risks associated with use of the Database. The identification of a potential hazardous adulterant is a decision made by USP in its best judgment. Further investigation by appropriately trained personnel may be required to determine or identify whether, in the user’s professional judgment, a potential hazard exists.
- Corrections. In the event that you discover an error or omission in any of the information provided under this Agreement, you agree to notify USP immediately after the error or omission has been discovered.
- LIMITED WARRANTY; EXCLUSION OF DAMAGES. THE DATABASE AND ITS ASSOCIATED CONTENT IS PROVIDED AS IS AND WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, USP SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY OF A COMPUTER PROGRAM, AND THE IMPLIED WARRANTY OF ACCURACY. THERE IS NO WARRANTY THAT THIS PRODUCT OR THE INFORMATION CONTAINED WITHIN IT WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. USP MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE DATABASE’S ACCURACY, COMPLETENESS, OR CURRENTNESS; AND USP SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. USP SHALL NOT BE LIABLE ON ACCOUNT OF ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES. YOU AGREE THAT IN NO EVENT WILL USP BE LIABLE FOR THE RESULTS OF YOUR USE OF THE DATABASE OR THE ASSOCIATED CONTENT, FOR YOUR INABILITY OR FAILURE TO CONDUCT YOUR BUSINESS, OR FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. YOU FURTHER AGREE THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF USP FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO USP DURING THE PRECEDING TWELVE-MONTH PERIOD, EVEN IF USP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS, OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
- Infringement. USP represents and warrants that the Database shall not violate any copyright, patent, trademark or any other property rights of any person, company or organization. If any alleged infringement of patent, trademark, copyright or other property right is asserted against you based upon the Database, USP will indemnify you in investigation of such claims, in preparation and defense against such claims, or in settlement thereof, provided that USP shall have received prompt notice of said claim(s) from you; and further provided that USP shall have the exclusive right, if it so chooses, to control and direct the investigation, defense, or settlement of such claims; and further provided that USP shall receive your reasonable cooperation and assistance. In the event an infringement is determined or is required by settlement, USP may substitute for the Database substantially equivalent information.
- Proprietary Rights. You agree that the Database, all copies thereof and all methods for structuring, organizing, sequencing and indexing it constitute valuable trade secrets of USP and are proprietary to and confidential information of USP (as used in this paragraph, "USP" shall mean USP and/or its vendors, suppliers or contractors). Title to the Database and all applicable copyrights, trade secrets, patents and other intellectual and property rights in it are and remain with USP. All other aspects of the Database, including, without limitation, data, methods of processing, specific design and structure, the interaction of documents contained therein and unique design techniques employed therein as well as document storage and quality assurance methodologies, shall remain the sole and exclusive property of USP and shall not be sold, used, revealed, disclosed or otherwise communicated, directly or indirectly, by you to any person, company or institution whatsoever. It is expressly understood that that no title to or ownership of the Database, or any part thereof, or any aspect related to or trade secret involved with the Database is hereby transferred to you.
- Government End Users. The Database and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
- Termination. In the event that you violate or are in default of any provision of this Agreement, USP may immediately terminate this Agreement.
- Waiver. A waiver of any breach of any clause herein or of any of the terms or conditions thereof shall not be deemed a waiver of any repetition of such breach. No waiver shall be valid or binding unless the same shall be agreed to in writing and signed by an authorized USP officer.
- Reservation of Rights. All rights not granted to you herein are expressly reserved by USP. Nothing in this Agreement shall preclude USP from developing, marketing, distributing, endorsing or licensing other versions and configurations of the Database. USP may add or remove functionalities or features to the Database, and may from time-to-time suspend access for limited periods of time.
- Assignment. You may not assign or transfer its rights under this Agreement without the prior written approval of USP.
- Attorneys' Fees. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach or default in connection with this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in connection with that action or proceeding, in addition to any other relief to which such party may be entitled.
- Taxes. You are obligated to pay all taxes, imports, excises, value added taxes and charges that during the term of this Agreement may be levied, imposed or charged by any federal or national, state or provincial, municipal, or other legally constituted governmental authority with respect to the License of the Database to you and the license fee payable to USP hereunder shall not be reduced by any such payment under this Section.
- Governing Law. This Agreement shall be deemed executed in Rockville, Maryland, and shall be interpreted and construed in accordance with the laws of the State of Maryland, without regard to choice of law provisions.
- One Year Limitation on Actions. It is agreed that no suit or cause of action shall be brought against USP more than one (1) year after the accrual of the cause of action therefor.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements and communications with respect to its subject matter, whether written or oral. To the extent that the terms and conditions in the body of this Agreement conflict with the terms and conditions of any purchase order, invoice, written offer of Licensee or of any attachments thereof, the terms and conditions in the body of this Agreement shall control. This Agreement may not be changed or modified except by a writing signed by both parties.