Clinical IQ, LLC: Sterile Compounding Standard Operating Procedures

Terms of Use

Subject to the online acceptance of these Terms of Use by you, on behalf of yourself and your employer organization (your “Organization”) which you have named as part of the online registration and purchase process for the SOP Templates (as defined below), and payment by you or your Organization of the prescribed subscription fee, CriticalPoint, LLC (the “Company”) will make available to you, via a download link, password-protected electronic files in MS Word format containing a library of template documents in the nature of Sterile Compounding Standard Operating Procedures and related data collection forms (collectively, the “SOP Templates”), and with such delivery to you, the Company does hereby grant to you and your Organization a limited license to the SOP Templates, subject to these Terms of Use.

  1. The SOP Templates are owned and copyrighted by the Company (or an affiliate of the Company), and all rights in the SOP Templates are reserved, by the Company (on its behalf and/or on behalf of such affiliate). The SOP Templates may not be used, reproduced, modified, downloaded, published, disseminated, or transferred, in any form or by any means, except that (a) the SOP Templates may be modified only to include the name and any logo of your Organization and to otherwise customize the SOP Templates to be specifically applicable within your Organization, including to accurately reflect your Organization’s specific desired practice, and (b) whether or not so modified, the SOP Templates may be reproduced for use only for your Organization’s internal business purposes at the location which you have listed as part of the online registration and purchase process above, and not for any commercial or other purposes or at any other sites at which your Organization may be located. The first page of each SOP Template (and all reproductions of the SOP Template, and whether or not the SOP Template has been modified) shall include the following notice, together with all other legends that may be included in the SOP Template, as provided to you by the Company: “Portions of this SOP Template are proprietary to, and subject to copyright ownership of, CriticalPoint, LLC (or an affiliate) and have been modified by [your Organization] under license and for limited internal use.” You acknowledge and agree (a) that your Organization will inform all its employees who obtain access to the SOP Templates that (i) they may not reproduce, modify, download, publish, disseminate, or  transfer, in any form or by any means, any of the SOP Templates except as permitted above, and (ii) the Company has disclaimed all warranties and liabilities arising out of the use of the SOP Templates by your Organization and by such employees; and (b) that your Organization will be responsible to the Company (and will indemnify the Company (and its affiliates) according to Section 3 below) for any violation of such use restrictions or for any claims made by such employees or by any third parties against the Company (or an affiliate) with respect to the SOP Templates.
  2. The Company may, from time to time, update portions or all of the SOP Templates, and when it does so, provided you and your Organization are in compliance with these Terms of Use and have paid your annual subscription for updates, the Company will deliver to you notifications that such updated SOP Templates are available for downloading. You agree that on receipt of such notice of updated SOP Templates, you and your Organization will replace the previous portions of the SOP Templates that have been updated and will use only the updated SOP Templates thereafter.
  3. Since the SOP Templates are templates only, they reflect generic guidance available as of the release date of each, and as such, these templates are intended to be used as the basis for your Organization’s development of procedures specific to your Organization. It is your and your Organization’s responsibility to review, revise, add to or subtract from the SOP Templates in order to ensure that the procedures developed by your Organization based on the SOP Templates accurately reflect desired practice at your Organization. All SOP Templates are delivered on an “AS IS” basis, WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY DISCLAIMED. You and your Organization and its employees shall be solely responsible for complying with applicable local, state and federal laws with respect to the subject matter of the SOP Templates and for ensuring that you and they are in possession of (and are using) the most current versions of the SOP Templates offered by the Company at the time of use; and you and your Organization acknowledge that the SOP Templates do not necessarily comply with all regulatory requirements, especially those that may be unique to specific states and localities, and the Company hereby disclaims any obligation to address changing regulatory requirements and those unique to specific states and localities. You and your Organization hereby release the Company from all claims and liability related to your (and your Organization’s and its employees’) use of the SOP Templates, and you and your Organization hereby agree to hold harmless and indemnify the Company (and its affiliates) from and against any and all liabilities, losses or expenses (including reasonable attorneys’ fees) incurred by the Company (or affiliate) arising out of or related to (a) your or your Organization’s breach of the obligations hereunder, (b) violations of use restrictions set forth in Section 1 by you, your Organization or any of its employees, and (c) any claims by you, your Organization or its employees, or by any third parties, based on your, your Organization’s or its employees’ use of the SOP Templates. In no event shall the Company’s (and its affiliates’) aggregate liability to you, your Organization and its employees, for any claims arising out of the use of the SOP Templates, exceed the fees actually paid by you or your Organization in the previous twelve (12) months for use of the SOP Templates; and in no event shall the Company (and its affiliates) be liable to you or your Organization or its employees for any indirect, special, incidental, consequential or similar damages, including, but not limited to, lost profits or other monetary loss, even if the Company is advised in advance of the possibility of such damages.
  4. Your and your Organization’s rights to the SOP Templates as stated in these Terms of Use shall terminate immediately at such time that the Company notifies you that the right and license to use the SOP Templates have be terminated due to your or your Organization’s breach of the obligations under these Terms of Use, at which time all access and use of the SOP Templates by you, your Organization and its employees shall cease.
  5. You and your Organization agree that all matters relating to the use of the SOP Templates shall be governed by New Jersey law, without regard to conflict of laws principles, and you and your Organization also agree and hereby submit yourself and itself to the exclusive jurisdiction of the state and federal courts of New Jersey.
  6. By your acceptance of these Terms of Use, you hereby also confirm that you are authorized to accept these Terms of Use on behalf of your Organization.

 

 

Feb 2019