Terms of Service#

Last Modified: 10 March 2025

These Terms of Service (this "Agreement"), effective as of the date on which you click a button or check a box (or otherwise indicate your acceptance), is by and between Drug Index.it ("Drug Index.it," "we," or "our") and the individual or entity accepting this Agreement ("User"). The individual accepting this Agreement represents and warrants that they are duly authorized to accept these terms on behalf of any entity for which such acceptance is made. Drug Index.it and the User may be referred to herein collectively as the "Parties" or individually as a "Party."

1. Definitions.#

1. "Aggregated Data" means data and information related to or derived from User Data or the User’s use of the Services that is collected by Drug Index.it in an aggregate and anonymized manner, including for the purpose of compiling statistical and performance information.
2. "Authorized User" means the User’s employees, consultants, contractors, or agents who are authorized to access and use the Services under the rights granted by this Agreement.
3. "User Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of the User or an Authorized User through the Services; provided that User Data does not include Aggregated Data.
4. "Documentation" means Drug Index.it’s end-user documentation relating to the Services, as made available on or through drugindex.it or other locations designated by Drug Index.it.
5. "Harmful Code" means any software, hardware, or technology, including any virus, worm, malware, or other malicious code, whose purpose or effect is to permit unauthorized access to or to disrupt, damage, or impair any computer system or network.
6. "Order" means (i) any purchase order, order form, or other ordering document that incorporates this Agreement by reference; or (ii) if the User registered for the Services through an online process, the results of such process.
7. "Personal Information" means any information that, individually or in combination, can identify a specific individual, including all data considered “personal data” or “personally identifiable information” under applicable data privacy laws.
8. "Drug Index.it IP" means the Services, the Documentation, and any and all intellectual property provided to the User in connection with the Services. For clarity, Drug Index.it IP includes Aggregated Data and any derivative information from the Services, but does not include User Data.
9. "Services" means Drug Index.it’s digital health formulary platform, as made available to Authorized Users by Drug Index.it from time to time.
10. "Subscription Period" means the period identified in the Order during which the User may access and use the Services.
11. "Third-Party Products" means any third-party products or services that are provided with, integrated into, or incorporated with the Services.
12. "Usage Limitations" means any limitations on the use of the Services, including limitations on the number of Authorized Users and any other restrictions as set forth in this Agreement or the Order.

2. Access and Use.#

1. Provision of Access.#

Subject to the User’s compliance with this Agreement (including the Usage Limitations), Drug Index.it will, during the Subscription Period, grant the User a non-exclusive, non-transferable, and non-sublicensable right to access and use the Services solely for internal purposes and as specified in the Order. Drug Index.it will provide the necessary credentials to access the Services.

2. Documentation License.#

Subject to the User’s compliance with this Agreement, Drug Index.it grants the User a non-exclusive, non-transferable, and non-sublicensable license to use the Documentation solely in connection with its internal use of the Services during the Subscription Period.

3. Use Restrictions.#

The User shall not use the Services in any manner that exceeds the rights granted herein. In particular, the User shall not: (i) copy, modify, or create derivative works of any Drug Index.it IP; (ii) distribute, sell, or otherwise provide the Services or Documentation to any third party; (iii) reverse engineer or attempt to derive the source code of any part of the Services; (iv) remove any proprietary notices from the Drug Index.it IP; (v) use the Services in violation of any applicable law; (vi) perform any actions that may harm, disrupt, or adversely affect the Services; or (vii) transmit any Harmful Code.

4. Reservation of Rights.#

Drug Index.it reserves all rights not expressly granted to the User in this Agreement. No other rights, whether express or implied, are granted.

5. Suspension.#

Drug Index.it may temporarily suspend access to the Services if it reasonably determines that (i) there is a security risk or threat to the Drug Index.it IP; (ii) the User’s use of the Services is fraudulent or illegal; (iii) the User fails to comply with any material term of this Agreement; or (iv) access to any essential third-party component is disrupted. In such cases, Drug Index.it will make commercially reasonable efforts to notify the User and resume access as soon as possible.

6. Aggregated Data.#

Notwithstanding any other provision in this Agreement, Drug Index.it may monitor the use of the Services and collect Aggregated Data. All rights to such Aggregated Data, including any intellectual property rights therein, shall belong solely to Drug Index.it. The User acknowledges that Aggregated Data may be shared with third parties in compliance with applicable law.

3. User Responsibilities.#

1. General.#

The User is solely responsible for all use of the Services and Documentation, whether such use is authorized or not. The User is also responsible for the actions of all Authorized Users, and must ensure that they understand and comply with the provisions of this Agreement.

2. Third-Party Products.#

From time to time, Drug Index.it may offer or integrate Third-Party Products with the Services. Such products are subject to their own terms and conditions. If the User does not agree to those terms, they should not use the Third-Party Products.

3. User Control and Responsibility.#

The User shall retain sole control and responsibility for (i) all User Data, (ii) any information provided in connection with the Services, (iii) the security and management of access credentials, and (iv) all actions taken through the use of the Services.

4. Support.#

During the Subscription Period, Drug Index.it will use commercially reasonable efforts to provide the User with basic support through standard channels during regular business hours.

5. Fees and Taxes.#

1. Fees.#

If the Services are provided on a paid basis, the User shall pay the Fees specified in the Order without any deductions. All Fees paid are non-refundable. Failure to pay when due may result in interest charges, collection fees, or suspension of Services as provided herein.

2. Taxes.#

All Fees and other amounts payable under this Agreement are exclusive of taxes. The User is responsible for any applicable taxes.

6. Confidential Information.#

1. Definition.#

"Confidential Information" means any information disclosed by one Party to the other that is marked or reasonably understood to be confidential, including business plans, technical data, and other proprietary information. Information that is public, already known, or independently developed without reference to such disclosure is not considered Confidential Information.

2. Duty.#

Each Party agrees not to disclose the other Party's Confidential Information except to its Representatives on a need-to-know basis and only for purposes of performing its obligations under this Agreement.

3. Return of Materials; Effects of Termination/Expiration.#

Upon termination or expiration of this Agreement, each Party shall promptly return or destroy all copies of the other Party's Confidential Information and certify in writing that such Confidential Information has been destroyed. The confidentiality obligations shall survive for three (3) years after termination, except for trade secrets which remain confidential as long as required by law.

7. Personal Information.#

The User shall ensure that its User Data and any use thereof complies with this Agreement and all applicable laws, including data protection regulations. The User is solely responsible for maintaining the security and backup of its data.

8. Intellectual Property Ownership; Feedback.#

1. Drug Index.it IP.#

The User acknowledges that all right, title, and interest in and to the Drug Index.it IP are owned exclusively by Drug Index.it, and that any third-party products remain the property of their respective owners.

2. User Data.#

The User retains ownership of all User Data. The User hereby grants Drug Index.it a non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, and display the User Data as necessary to provide the Services. The User may export its data at any time.

3. Feedback.#

Any feedback, suggestions, or ideas provided by the User to Drug Index.it may be used by Drug Index.it without any obligation to compensate the User, provided that Drug Index.it does not identify the User as the source of such feedback without prior consent.

9. Warranty Disclaimer.#

THE SERVICES AND ALL MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. DRUG INDEX.IT DOES NOT WARRANT THAT THE SERVICES WILL MEET THE USER’S REQUIREMENTS OR BE UNINTERRUPTED OR ERROR-FREE.

10. Indemnification.#

1. Drug Index.it Indemnification.#

1. Drug Index.it shall indemnify, defend, and hold harmless the User from any losses, damages, liabilities, or costs (including reasonable attorneys’ fees) arising from any claim that the Services, as used in accordance with this Agreement, infringe or misappropriate any third party’s intellectual property rights, provided that the User promptly notifies Drug Index.it and cooperates in the defense.
2. In the event of such a claim, Drug Index.it may, at its discretion, either modify or replace the Services to render them non-infringing or secure the right for continued use by the User. If neither option is available, Drug Index.it may terminate this Agreement upon written notice.
3. This indemnification shall not apply if the alleged infringement arises from: (i) the use of the Services in combination with data or technology not provided by Drug Index.it; (ii) modifications made by the User; (iii) User Data; or (iv) the use of any Third-Party Products.

2. User Indemnification.#

The User shall indemnify and hold harmless Drug Index.it from any losses arising from claims that the User’s data or actions, including those of any Authorized User, infringe on third party rights or result from misuse of the Services.

3. Sole Remedy.#

The remedies provided in this Section shall be the sole and exclusive remedies available to the User with respect to any claims arising from the use of the Services.

11. Limitations of Liability.#

Except as provided in this Agreement for breaches of confidentiality, indemnification obligations, or cases of gross negligence, fraud, or willful misconduct, neither Party shall be liable for any indirect, incidental, consequential, or punitive damages. In no event shall either Party’s total liability exceed the total amounts paid by the User to Drug Index.it in the 12 months preceding the claim, with Drug Index.it’s liability for any excluded damages capped at three times such amount.

12. Subscription Period and Termination.#

1. Subscription Period.#

The initial term of this Agreement begins on the Effective Date and, unless terminated earlier as provided herein, shall continue for the period specified in the Order (the "Initial Subscription Period"). This Agreement will automatically renew for successive terms equal to the Initial Subscription Period (each, a "Renewal Subscription Period") unless either Party provides written notice of non-renewal at least 30 days prior to the end of the current term.

2. Termination.#

In addition to any other termination rights provided herein:

1. Drug Index.it may terminate this Agreement upon written notice if the User fails to pay any amounts when due or materially breaches this Agreement.
2. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within 30 days.
3. Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent or otherwise unable to meet its obligations.

3. Effect of Expiration or Termination.#

Upon termination or expiration of this Agreement, the User shall immediately cease using the Services and destroy or return all copies of the Drug Index.it IP. Termination shall not relieve the User of any obligations accrued prior to termination.

4. Survival.#

Sections 1, 5, 6, 8, 9, 10, 11, and 13 (and any other provisions that by their nature should survive) shall survive termination or expiration of this Agreement.

13. Miscellaneous.#

1. Entire Agreement.#

This Agreement, together with any documents incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and communications, whether written or oral, with respect to the subject matter hereof.

2. Notices.#

All notices under this Agreement must be in writing and delivered via personal delivery, nationally recognized courier, or email to the addresses provided in the Order or as otherwise designated by a Party. Notices to Drug Index.it should be sent to: legal@drugindex.it.

3. Force Majeure.#

Neither Party shall be liable for any delay or failure in performing its obligations under this Agreement if such delay or failure is due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, or governmental action.

4. Amendment and Modification.#

Drug Index.it may amend this Agreement from time to time. The revised Agreement will be posted on the website, and continued use of the Services after the effective date of any amendment shall constitute acceptance of the revised terms.

5. Waiver.#

No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy. Any waiver must be in writing and signed by an authorized representative of the waiving Party.

6. Severability.#

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

7. Governing Law; Submission to Jurisdiction.#

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in Kenya, and the Parties hereby consent to the personal jurisdiction of such courts.

8. Assignment.#

The User may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Drug Index.it. Any attempted assignment in violation of this provision shall be null and void.

9. Export Regulation.#

The Services and underlying technology may be subject to export control laws. The User agrees to comply with all applicable export laws and regulations.

10. Government Rights.#

Nothing in this Agreement is intended to confer any rights to any governmental entity, except as required by applicable law.

11. Equitable Relief.#

Each Party acknowledges that any breach of its obligations regarding Confidential Information or data security may cause irreparable harm, and that monetary damages may not be an adequate remedy. Accordingly, the non-breaching Party shall be entitled to seek injunctive relief, without the necessity of posting a bond, in addition to any other remedies available at law.

12. Publicity.#

Drug Index.it may identify the User as a user of the Services and may use the User’s name, logo, or trademarks in its marketing materials, press releases, and website. Any such use shall be subject to the User’s prior written consent, except as otherwise provided herein.