Rxon® Drug Intelligence and Clinical Decision Support Software End User License Agreement (version 1.0.2 - 19-Feb-2023)

Effective February 19th, 2023

By executing an order, quote or other ordering document (hereinafter referred to as “Order”) with Orendity Limited (hereinafter referred to as “Orendity”), or otherwise being offered to access the Rxon® Drug Intelligence and Clinical Decision Support Software application directly or indirectly via application programming interface (API) or other third-party services (hereinafter referred to as “Rxon Services”), the entity or company that you represent (hereinafter referred to as the “Licensee”) (both individual using to the Rxon Services and any legal entity on whose behalf such individual is acting) is unconditionally consenting to be bound by and is becoming a party to this end user license agreement (hereinafter referred to as the “Agreement”) with Orendity. References herein to Sections are to the sections of this Agreement. Orendity and Licensee may individually or collectively be referred to as the “Party” or “Parties” respectively hereafter, as the context requires.

1. Service License Grant

Subject to the terms of this Agreement, Orendity hereby grants Licensee a non-sublicensable, non-transferable, non-exclusive license to use the Rxon Services only in accordance with any documentation provided by Orendity that accompanies it and for receiving drug-related information made available by the Rxon® Database (hereinafter referred to as “Rxon Content”) to (i) create and manage a drug formulary and/or inventory of a clinic, and/or (ii) make drug prescription(s), support diagnosis and/or treatment decision-making for any individuals (hereinafter referred to as “Licensee Subjects”). If Licensee is provided with, or creates, any passwords or other access credentials, he will not allow any third-party to use such passwords or credentials.

2. Restrictions on Use

Except as expressly and unambiguously permitted by this Agreement, Licensee shall not, nor permit anyone else to, directly or indirectly: (i) sell, license, sub-license, copy, modify, distribute or otherwise transfer in whole or in part the Rxon Services; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Rxon Services (except where the foregoing is expressly prohibited by applicable local law, and then only to the extent so prohibited); (iii) rent, lease, or use the Rxon Services for timesharing or service bureau purposes, provide, disclose, divulge or make available to, or permit use of the Rxon Services in whole or in part by or for, any third-party without prior written consent of Orendity; or (iv) use the Rxon Services or Rxon Content to help develop any derivative products or services without prior written consent of Orendity. At all times and for all purposes, the Rxon Services may only be used in the context of healthcare professionals exercising independent medical or professional judgment within the scope of their professional license. No one, including healthcare professionals, may imply that any Rxon Services or Rxon Content that has been modified in any manner is derived from, based on, related to or arises out of the Rxon Services or Rxon Content, respectively. The Rxon Services are provided for informational purposes only. The Rxon Content does not constitute medical advice and should not be used in place of any professional medical advice, diagnosis or treatment made by licensed healthcare professionals. Orendity make no representations or warranties regarding the Rxon Content and Rxon Services, and explicitly disclaim the appropriateness or applicability of such to the care or treatment of any specific patient. To the extent the Rxon Services are being provided in whole or in part pursuant to an evaluation agreement with Orendity, the Rxon Services will only be used for internal evaluation purposes (including, the Rxon Content will only be used for own internal reference by Licensee and not disclosed to any third party). Licensee shall maintain and not remove or obscure any proprietary notices on the Rxon Services. As between the Parties, title, ownership rights, and intellectual property rights in and to the Rxon Services, and any copies or portions thereof, shall remain in Orendity. Licensee shall not remove any copyright, trademark or other notices or legends contained on the Rxon Content and all copies of the Rxon Content must contain, at a minimum, the following notice: “Powered by Rxon®”, unless otherwise obtained Orendity’s prior written consent. Licensee understands that Orendity may modify or discontinue offering the Rxon Services at any time. Licensee is not granted any rights to any trademarks or service marks of Orendity. Orendity retains all rights not expressly granted to you in this Agreement. This Agreement does not give Licensee any rights not expressly granted herein. Upon Orendity's request, Licensee shall provide Orendity with examples of each use Licensee have made of the Rxon Content and/or Rxon Services under this Agreement. Licensee agrees to immediately cease any such use on receipt of notice from Orendity that such use is in violation of this Agreement.

3. Confidentiality

All information disclosed by Orendity to Licensee that Orendity identifies as confidential, or that Licensee should otherwise reasonably understand to be confidential, shall be Orendity’s confidential information (hereinafter referred to as “Confidential Information”). Confidential Information will not be disclosed to any third party or used for any purpose other than for the purposes of this Agreement. The foregoing restrictions will not apply to the Rxon Content or any other information that is generally available to the public without the fault of Licensee.

4. Support

Except to the extent set forth in an applicable Order and subject to all applicable fees, this Agreement does not entitle Licensee to any support, upgrades, patches, enhancements, or fixes for the Rxon Service (hereinafter collectively referred to as the “Rxon Support”). Unless support terms are attached to, or referenced in, an applicable Order, any such Rxon Support that may be made available by Orendity shall be provided in accordance with standard practices of Orendity. Rxon Support, if any, shall become part of the Rxon Services and subject to this Agreement.

5. Fees and Payment Terms

The fees payable by Licensee will be as set forth in an applicable Order, unless Licensee is accessing and using the Rxon Services via the use of the Scribo® software application developed (or other services or other products provided) by Scribo Limited (hereinafter referred to as the “Scribo Services”), or as otherwise agreed to by the parties in writing. Except as otherwise set forth in an Order, the payment terms below shall control. All fees are payable in advance for the applicable term. Invoices are due and payable net thirty (30) calendar days from the date of invoice and shall be invoiced and paid in Hong Kong Dollars. Customer is responsible for any and all applicable sales related taxes and fees, except any tax assessed upon net income of Orendity. Price increases for any renewal term will be as notified by Orendity to Licensee at least thirty (30) calendar days prior to the beginning of such renewal term through this page, in an email notification, and/or through other reasonable means.

6. Indemnity

Licensee agrees that Orendity shall have no liability whatsoever for any use Licensee makes of the Rxon Service or Rxon Content. Licensee shall indemnify and hold harmless Orendity from any claims, actions, demands, damages, losses, liabilities, settlements, costs and fees (including attorneys’ fees) arising from or in connection with: (i) Licensee's use of the Rxon Service or Rxon Content, (ii) access to any part of the Rxon Service or Rxon Content (including, without limitation, any interface) by Licensee Subjects, as well as (iii) Licensee's failure to comply with any term of this Agreement. For clarity, the foregoing includes claims brought by any Licensee Subject(s) with respect to Licensee’s use of the Rxon Content.

7. Limited Warranty

Orendity warrants to Licensee only that it will use commercially reasonable efforts to make the Rxon Service available on a 24/7 basis (subject to downtime for scheduled maintenance, emergency maintenance and matters beyond Orendity’s reasonable control). Licensee's exclusive remedy, and Orendity's sole liability, will be to repair or replace unavailability in the Rxon Service. Notwithstanding the foregoing, there is no warrant to the extent the Rxon Service is provided on an evaluation basis.

8. Warranty Disclaimer

Except as expressly set forth in Section 7, Orendity, its affiliates and its suppliers provide the service "as is" and without warranty of any kind, and hereby disclaim all express or implied warranties with respect to the Rxon Services, the Rxon Content and any other subject matter of this Agreement, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Licensee acknowledges that certain parts of the Rxon Content may be obtained from third party sources (such as publicly available sources) and, therefore, Orendity does not warrant the accuracy, currency, appropriateness, applicability or completeness of the Rxon Content, nor of any particular guideline, template, or continuing education program, or make any representation regarding the use or the results of the use of the Rxon Services in treatment.

The Rxon Content is information peer-reviewed and organised by licensed healthcare professionals (hereinafter referred to as “Authors”), including but not limited to information designed to support treatment decision-making around the use of a drug or multiple drugs. The Rxon Content is updated at Orendity’s discretion to reflect updates and changes by the Authors. Orendity will make reasonable efforts to post updated versions of the Rxon Content on the Rxon Services, provided that Orendity (or its licensors or other providers) have no obligation to advise you of any updates nor does Orendity (or its licensors or other providers) have any obligation to update the Rxon Content at any time for any reason. The Rxon Content does not constitute medical advice and should not be used in place of any professional medical advice, diagnosis or treatment made by licensed healthcare professionals. Orendity make no representations or warranties regarding the Rxon Content and Rxon Services, and explicitly disclaim the appropriateness or applicability of such to the care or treatment of any specific patient. Any healthcare professional seeking to care or treat a patient using the Rxon Content is expected to use independent medical or healthcare judgment in the context of individual clinical circumstances of a specific patient. This disclaimer of warranty constitutes an essential part of this Agreement.

9. Limitation of Liability

To the extent not prohibited by law, in no event shall Orendity (or its licensors or other providers) be liable with respect to the Rxon Services, the Rxon Content or any subject matter of this Agreement under contract, tort, strict liability, negligence or any other legal theory for (i) any incidental, special, indirect or consequential damages, lost profits, loss of data, business interruption, however caused, even if Orendity has been advised of the possibility of such damages, losses or claims. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this above limitation may not apply to licensee.

10. Term and Termination

If an Order has been executed, the initial term of this Agreement shall, unless otherwise terminated as set forth below, be as set forth in such Order. If no initial term is set forth in an Order, the term of such Order shall be one (1) year from the effective date of the Order. After the expiration of the initial term, this Agreement will automatically renew for consecutive renewal terms of equal length to the initial term – unless either Party provides the other Party with written notice of non-renewal at least sixty (60) calendar days prior to the end of the then current term; or Licensee is accessing and using the Rxon Services via the Scribo Services, which shall follow the term of the Scribo Services. Either Party may terminate this Agreement only if (i) the other Party breaches this Agreement and fails to cure such breach within thirty (30) calendar days from receipt of written notice thereof (ten (10) calendar days in the case of Licensee’s failure to pay), or (ii) the other Party enters bankruptcy, makes an assignment for the general benefit of creditors, has a receiver appointed, or otherwise becomes insolvent. If Licensee is using the Rxon Service under an evaluation agreement with Orendity, this Agreement shall terminate upon expiration of the applicable evaluation period, unless Licensee elects to retain such Rxon Service (subject to payment to Orendity of all applicable fees). If no evaluation term is set forth in an evaluation Order, the term of such Order shall be thirty (30) calendar days from the effective date of the Order. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, Licensee shall promptly return to Orendity all Confidential Information, and shall, if requested by Orendity, so certify to Orendity that such actions have occurred. Section 2, Section 3, Section 6, Section 8, Section 9, Section 11 and this Section, as well as all outstanding payment obligations, shall survive termination of this Agreement.

11. Trademarks

Licensee recognizes that Rxon® and Orendity are trademarks of Orendity (hereinafter referred to as “Orendity Marks”). Orendity retains all goodwill and intellectual property rights in such Orendity Marks. You shall not use the Orendity Marks or any confusingly similar Marks for any commercial purpose, including, without limitation, for purposes of marketing or promoting your services, without the prior written approval of Orendity, which approval may be withheld in Orendity's sole discretion. Each approved use of the Orendity Marks shall require the independent written approval of Orendity.

12. Modification of Agreement

Orendity reserves the right to change the terms of this Agreement at any time. If Orendity make material changes, Orendity will notify Licensee, either through this page, the user interface of the platform that you use to access and/or use the Rxon Services, in an email notification, and/or through other reasonable means. Licensee’s use of the Rxon Services after the date such change(s) become effective will constitute Licensee’s consent to the changed terms. If Licensee do not agree to the changes, Licensee must immediately stop using or being terminated access to the Rxon Services. Otherwise, the new terms will apply to Licensee.

13. Remedies for Violation

Orendity reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including but not limited to the right to block access to the Rxon Services.

14. General Provisions

Entire Agreement. This Agreement represents the complete agreement concerning the Rxon Service between the Parties, to the exclusion of any pre-printed or contrary terms of any Licensee purchase order (or similar document), and supersedes all prior agreements and representations between the Parties; provided, however, that if there is already a mutually signed agreement between Orendity and Licensee (not including any Licensee purchase order or similar document) covering Licensee's license to use the Rxon Service, then the express terms of that signed agreement will govern to the extent they are expressly contrary to this Agreement.

Governing Law. It is the intent of the Parties hereto that all questions with respect to the construction of this Agreement and the rights, duties, obligations and liabilities of the Parties shall be determined in accordance with the applicable provisions of the laws of the Hong Kong Special Administrative Region.

Severability of Terms; Non-waiver of Terms. If any portion of this Agreement is held to be invalid or unenforceable, such provision shall be stricken and the remainder of this Agreement enforced as written. If Orendity does not exercise or enforce any legal right or remedy including those contained in this Agreement or arising under the applicable laws, this will not be taken to be a formal waiver of our rights.

High-Risk Use. Except as otherwise defined in Section 2, Licensee understand that the Rxon Services are not designed or intended for use during high-risk activities.

Assignment. Licensee may not assign his rights or delegate his duties under this Agreement either in whole or in part without Orendity’s prior written consent. Any attempted assignment by you without consent of Orendity will be void. Orendity may assign this Agreement or delegate its duties hereunder without restriction and without the requirement of prior notice to Licensee.

Gender Neutral. Wherever used in this Agreement, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates otherwise.

Miscellaneous. Both Parties are independent contractors and nothing in this Agreement creates a partnership, agency, fiduciary or employment relationship between the Parties. No person or entity not a party to these Terms of Service will be a third party beneficiary. Our authorised distributors do not have the right to modify this Agreement or to make commitments binding on Orendity.

15. Contact Information

If you have any questions, comments, or concerns relating to the Rxon Services or this Agreement, please email to [email protected] or write to us at:

Orendity Limited
Room 2502, 25th Floor
148 Electric Road
North Point
Hong Kong

We will make every effort to resolve your concerns.