DrugBank Trust Center
DrugBank Trust Center
Breadcrumbs

Terms of Use

Updated:

These Terms of Use (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of you (either as an individual or, if accessed or otherwise used by or for an entity, such entity) (“you”), and OMx Personal Health Analytics, Inc., d/b/a DrugBank (“DrugBank,” “we,” or “us,” and together with “you,” the “Parties” and each individually, a “Party”), concerning your access to and use of the DrugBank owned or licensed databases, which may include, without limitation, drug data, pharmacological and pharmaceutical data, drug target information (“Databases”) and websites, be they https://go.drugbank.com, https://www.drugbank.com, https://portal.drugbank.com, https://api.drugbank.com, or any other website directly linking traffic thereto (collectively the “Platform”), along with any other technology and services provided by us (collectively with the Platform, the “Services”). By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, you are not authorized to use the Services. These Terms may be amended from time to time by us. The Terms also include our Privacy Policy, which is incorporated herein by reference.

To access certain features, functions and resources of the Services, you must register for an account through the Services (an “Account”). An “Account Holder” means the person in whose username and Account is registered. You are wholly responsible for the cost of all internet connection fees, along with all equipment, servicing, or repair costs necessary to use the Services.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND DRUGBANK THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 13.2 (DISPUTE SETTLEMENT) AND 13.4 (CLASS ACTION WAIVER) BELOW FOR DETAILS REGARDING BINDING MEDIATION AND ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS MEDIATION OR ARBITRATION OF DISPUTES, THE TERMS IN SECTION 13.2 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 13.3 (ALTERNATIVE DISPUTE SETTLEMENT) WILL APPLY INSTEAD.

  1. DESCRIPTION OF THE SERVICES

    1. DrugBank’s Databases include unique bioinformatic, drug interaction, cheminformatic, and other data resources which may be made available to you through the Platform. 

    2. We help researchers, scientists and developers access the DrugBank Platform and Services to conduct scientific research and develop applications.

    3. As described more fully in Section 2 below, the DrugBank Databases and Platform are made available under these Terms solely for educational, scientific, and non-commercial research purposes unless you have paid for a commercial license subject to a mutually-executed subscriber order. 

  2. ACCESS TO THE SERVICES

    1. License. Subject to your acceptance of and continuing compliance with the Terms, we grant you a royalty free, non-exclusive, non-transferable, non-assignable (without any right to sublicense) and revocable limited license to use DrugBank’s Databases, Platform, Services and DrugBank’s user manuals, handbooks, end user documentation, and guides relating to the Databases and/or Services provided by DrugBank either electronically, online, or in hard copy form (“Documentation”) solely for the purpose of internal, non-clinical educational research purposes or non-clinical research and development purposes conducted by you. You agree not to, and not to permit others to license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Databases, Platform, or Services, to make the Databases, Platform, or Services available to any third party, or to use the Databases, Platform, or Services for any purpose other than as permitted under this Section. 

    2. Use Restrictions. You shall not use the Databases, Platform, or Services for any purposes beyond the scope of the access granted in these Terms. You shall not at any time, or directly or indirectly permit any third party to: (i) copy, modify, or create derivative works of the Databases, Platform, Services or Documentation, in whole or in part; (ii) combine or co-mingle data from the Databases with other data or information for the purpose of producing derivative databases or datasets for commercial use or exploitation, (iii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available to others the Databases, Platform, Services, or Documentation; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (v) remove any proprietary notices from the Databases, Platform, Services, or Documentation; (vi) use the Databases, Platform, Services, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, (vii) use the Databases, Platform, or Services in or in connection with any safety-critical applications, or any other use or application in which the use or failure of such application could lead to death or personal injury, or (viii) use the Databases, Platform, or Services to develop another database of drug information, drug-drug interactions, or drug targets except where specifically permitted under a mutually-executed subscriber order, (ix) use the Databases, Platform, or Services for benchmarking or competitive analysis, for the purpose of developing, using, or providing competing databases, datasets, software products or services, or any other purpose that is to DrugBank’s detriment or commercial disadvantage. Consistent with the foregoing, you will not delegate any duties nor assign any rights or claims hereunder without DrugBank’s prior written consent, and any such attempted delegation or assignment will be void. DrugBank gives no rights to use the Databases, Platform, or Services in any commercial application, including manufacturing, quality control, commercial services such as reporting the results of your activities for a fee or other consideration, or for the development or testing of any type of drug, therapeutic, food, or other matter for consumption by or application to humans or animals. If you need commercial use rights in respect of the Databases, Platform, or Services (including the right to perform fee-for services), please contact our out-licensing department at sales@drugbank.com. Where your use of the Databases, Platform, or Services is outside the scope of these Terms, it is solely your responsibility to acquire additional rights. The Services may contain technological measures designed to prevent unauthorized or illegal use of the Services. You acknowledge and agree that: (a) DrugBank may use these and other lawful measures to verify your compliance with the terms of these Terms and enforce DrugBank’s rights, including all DrugBank IP (defined below) rights in and to the Databases, Platform, and Services; (b) DrugBank may deny any individual access to and/or use of the Databases, Platform, or Services if DrugBank, in its sole but reasonable discretion, believes such use of the Databases, Platform, or Services would violate any provision of these Terms; and (c) DrugBank and its representatives may collect, maintain, process and use diagnostic, technical, usage and related information, including information about your computers, systems and software, that DrugBank may gather periodically to improve the performance of the Services.

    3. Beta Services. From time to time, DrugBank may invite you to try certain beta services, including pilot, limited release, developer preview, non-production, or evaluation services (“Beta Services”) at no charge. You may accept or decline any such trial. Beta Services will be clearly designated as such by DrugBank. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under these Terms, are not supported, and may be subject to additional terms. DrugBank may discontinue Beta Services at any time and may never make them generally available. DrugBank will have no liability for, and you hereby release DrugBank from, any liability or damage arising out of or in connection with any Beta Services

    4. Modifications; Discontinuation of Services. We reserve the right to modify the content, organization, or structure of the Databases, Platform, or Services, and may change, suspend, or discontinue any aspect of the Databases, Platform, or Services in our sole discretion and without liability. We shall have complete discretion over the features, functions, and other terms and conditions on which the Databases, Platform, and Services are offered. Notwithstanding anything else contained in these Terms, we will have no obligation to continue making the Databases, Platform, or Services available or to produce or release new versions of the Databases, Platform, or Services or any updates thereto. In the event that DrugBank discontinues the Databases, Platform, or Services, a good faith effort will be made to notify you at least three (3) months in advance.

    5. Updates to Terms; Continued Use. We will notify you of any modifications to the Terms by posting them on our Platform. You agree that you will periodically check our Platform for updates to the Terms. You agree that you will be considered to have been given notice of any modifications once we post them on our Platform and that your continued use of the Databases or Services after such notice is posted shall be deemed your acceptance of the Terms as modified. If at any point you do not agree to any portion of the then-current version of the Terms, rules or codes of conduct in relation to your use of the Databases and Services, your license to use the Databases and Services shall immediately be terminated and you must immediately cease using the Databases and Services.

    6. Effect of Breach. Your use of the Databases, Platform, and Services is conditioned upon your compliance with the Terms, and any use of the Databases, Platform, and Services in violation of the Terms will be regarded as an infringement of our intellectual property rights in and to the Databases, Platform, and Services.  We reserve the right to terminate your access to the Databases, Platform, and Services without notice if you violate any of the Terms.

    7. User Representations and Warranties. You represent and warrant that (i)all registration information, Login Information and Account Information (defined below) you submit is accurate and truthful; and (ii) you will maintain the accuracy of such information. If you are a parent or legal guardian of a minor between the ages of 13 and 18, you hereby agree to bind such minor to these Terms and to fully indemnify and hold us harmless if such minor breaches any of these Terms. If you are not at least 13 years old, you may not use the Services at any time or in any manner or submit any information to us or to the Services. You also certify that you are legally permitted to use and access the Services and are fully responsible for the selection and use of and access to the Services.  The Terms are void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

    8. Reservation of Rights. DrugBank reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grant, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the DrugBank IP.

  3. ACCOUNT CREATION AND MANAGEMENT

    1. Information Provided When Setting Up Account. When creating or updating an Account, you may be required to provide DrugBank with certain personal information which may include (but is not limited to) personal information such as names, email address, username and password for your Account (“Account Information”). Account Information will be held and used in accordance with the Privacy Policy. You agree that you will only supply accurate and complete Account Information to DrugBank, and that you will update such information when and as it changes.

    2. Login Information. During the Account creation process, you will be required to select a username and password (“Login Information”). The following rules govern the security of your Account, Account Information, and Login Information, and you agree:

      1. You shall not share the Account or Login Information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account;

      2. In the event you become aware of, or reasonably suspect, any breach of security, including without limitation any loss, theft or unauthorized use or disclosure of the Login Information, you must immediately notify DrugBank and change the password on your Account;

      3. You are solely responsible for maintaining the confidentiality of the Login Information and you will be responsible for all uses of the Login Information, whether or not authorized by you;

      4. You are responsible for ensuring that all persons who access the Databases, Platform, and Services through your Account are aware of these Terms and will comply with them; and

      5. You are responsible for anything that happens through your Account.

    3. Account Access. You may access your Account and use the Databases, Platform, and Services on different devices and you may be logged into your Account on multiple devices at a time, however, certain functionality of the Databases, Platform, and Services may not be available simultaneously on multiple devices.

    4. Reclaiming Usernames. DrugBank reserves the right to remove or reclaim any username at any time and for any reason or no reason, including but not limited to claims by a third party that a username violates the third party’s rights.

    5. Responsibility for Account and Login Information. You agree to hold harmless and indemnify DrugBank, and its employees, agents and representatives, from and against any claim arising from or in any way related to unauthorized access to your Account or inaccuracies, misrepresentations, or misuse or disclosure of your Account Information and Login Information, including any liability or expense arising from all claims, losses, injuries, harms, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. You agree that, to the fullest extent permitted under applicable law, DrugBank shall have no liability for any unauthorized access caused to your Account, Account Information, or Login Information.

  4. OWNERSHIP OF INTELLECTUAL PROPERTY

    1. DrugBank IP; Ownership of Services. “DrugBank IP” means the Databases, Platform, Services, DrugBank Marks, Feedback, and Documentation, and any and all modifications, improvements, upgrades, derivative works, and any and all intellectual property therein or deriving therefrom. For the avoidance of doubt, DrugBank IP includes aggregated information, data, or other content derived from DrugBank’s monitoring of your access to or use of the Databases, Platform, and Services. You acknowledge that, as between you and DrugBank, DrugBank owns all right, title, and interest to DrugBank IP. You acknowledge that the rights granted under these Terms do not provide you with title to or ownership of DrugBank IP, but only a right to use such Databases, Platform, Services, or Documentation subject to and under the terms and conditions of these Terms. You do not acquire any of our ownership rights in DrugBank IP by using the Databases, Platform, or Services, or by downloading material from or uploading material to the Databases, Platform, or Services.

    2. Copyrights. All contents of the Databases, Platform, and Services are protected by Canadian, United States and international copyright laws. We reserve all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with the Databases, Platform, and Services. All rights not expressly granted to you hereunder are reserved by DrugBank.

    3. DrugBank Marks. “DrugBank,” “https://go.drugbank.com,” “DrugBankPlus,” “https://www.drugbank.com,” “OMx,” and all other identifying marks, proprietary marks, or trademarks that appear, are displayed or are used on the Platform or as part of the Services are registered or common law trademarks of DrugBank (collectively the “DrugBank Marks”). The DrugBank Marks may not be copied, downloaded, reproduced, used, shared, stored, modified or distributed in any way without prior written permission.

    4. Maintenance of Marking. You shall comply with all trademark rules, copyright notices, information and restrictions contained in any content accessed through the Databases, Platform, and Services.  You agree not to broadcast, copy, create derivative works based on, display, license, modify, participate in the transfer or sale of, perform, publish, redistribute, reproduce, translate, transmit, upload or otherwise exploit for any purposes whatsoever any content or material from the Databases, Platform, or Services, except as expressly permitted herein, without our express prior written consent.

    5. User Data. DrugBank acknowledges that, as between DrugBank and you, you own all right, title, and interest, including all intellectual property rights, in and to any content posted, transmitted, uploaded, transferred or displayed by a User to or on the Platform and/or Services, including but not limited to text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features and other materials (“User Data”). You hereby grants to DrugBank a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary for DrugBank to provide the Services. You represent and warrant that you possesses sufficient rights in and to the User Data, and that you have obtained all the required consents from data owners, as may be necessary, to permit the use contemplated under these Terms. DrugBank collects information, including personally identifying information, according to the terms of its Privacy Policy. 

    6. Feedback. If you send or transmit any communications or materials to DrugBank by mail, email, telephone, or otherwise, suggesting or recommending changes to the DrugBank Databases or Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), DrugBank is free to use such Feedback, provided that under no circumstances may DrugBank use your name, logo, or intellectual property with any third party or publicly. You hereby assign to DrugBank all right, title, and interest in, and DrugBank is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although DrugBank is not required to use any Feedback.

    7. Developed Data. Notwithstanding anything to the contrary in these Terms, DrugBank may monitor your use of the Databases and Services and use such monitoring to collect and compile data (“Developed Data”). As between DrugBank and you, all right, title, and interest in Developed Data, and all intellectual property rights therein, belong to and are retained solely by DrugBank. You acknowledge that DrugBank may compile Developed Data based on User Data input into or communicated through the Services. For clarity, Developed Data will not include (A) information derived from User Data or (B) any data or information derived from User Data that is used to identify, or can be reasonably used to identify any specific person or entity. You agree that DrugBank may (i) make Developed Data publicly available in compliance with applicable law, and (ii) use Developed Data to the extent and in the manner permitted under applicable law.

  5. REFUSAL OF SERVICE; TERMINATION; SUSPENSION. 

    1. Termination; Suspension. DrugBank reserves the right in its sole discretion to refuse, suspend, or terminate the Services to anyone at any time without notice for any reason, including but not limited to any breach of these Terms or if DrugBank determines, in its sole discretion, you have (or are likely to have) infringed DrugBank IP or any other intellectual property rights. In addition, DrugBank shall have the right to (i) remove any User Data or material that in its sole opinion may violate, or that is alleged to violate, any applicable law or these Terms; (ii) terminate any portion of the Services, and/or remove a user or users or otherwise terminate any use of the Databases, Platform, or Services if DrugBank determines in its sole discretion that such use is unlawful and/or prohibited by these Terms; and (iii) inform law enforcement of any illegal activity or material DrugBank suspects or discovers on, through, or otherwise relating to the Databases, Platform, or Services and provide law enforcement officials with all requested information about the user account from which the illegal activity or material originated. 

    2. Service Interruption Suspension. DrugBank may suspend your access to the Databases, Platform, or Services if any vendor, licensor, or service provider of DrugBank has suspended or terminated DrugBank’s access to or use of any third-party services, data, infrastructure, intellectual property, or products required to enable you to access the Databases, Platform, or Services. DrugBank will use reasonable efforts to provide you with written notice of any suspension under this Section. DrugBank shall use commercially reasonable efforts to resume providing access to the Databases, Platform, and/or Services as soon as reasonably possible after the event giving rise to the suspension is cured. DrugBank will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of a suspension.

    3. Deletion of User Data/Personal Information. You may at any time request the deletion of your User Data, Account Information, Login Information, and other personal identifying information from DrugBank’s servers and Services. Such a request may necessitate the termination of your Account. Further information is available in our Privacy Policy.

  6. PRIVACY. As a condition to using the Databases, Platform, or Service, you agree to the terms of the DrugBank Privacy Policy as it may be updated from time to time. Any User Data submitted to DrugBank is subject to our Privacy Policy, the terms of which are incorporated into these Terms. Our Privacy Policy may be found by clicking here. Please review our Privacy Policy carefully.

  7. CONFIDENTIAL INFORMATION.

    1. Definition. From time to time DrugBank may disclose or make available to you information about its affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information includes, without limitation, the Databases. 

    2. Exceptions. Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure under these Terms; (ii) becomes publicly known and made generally available in the public domain after disclosure through no action or inaction by you; (iii) is already in your possession at the time of disclosure under these Terms, as shown by your contemporaneous files and records; (iv) is obtained by you from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by you without access to, use of or reference to DrugBank’s Confidential Information, as shown by documents and other competent evidence in your possession.

    3. Use and Maintenance of Confidentiality. You shall not disclose DrugBank’s Confidential Information to any person or entity, except to your employees, contractors or representatives who have a need to know the Confidential Information in order for you to exercise your rights or perform your obligations hereunder, provided such permitted recipients have signed a non-use and nondisclosure agreement that has provisions that are at least as restrictive as the provisions of these Terms. Notwithstanding the foregoing, you may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that prior to your making the disclosure pursuant to the order you shall first have given written notice to DrugBank and made a reasonable effort to obtain a protective order; or (ii) to establish your rights under these Terms, including to make required court filings.

    4. Destruction; Return. At DrugBank’s request, you shall promptly return to DrugBank all copies, whether in written, electronic, or other form or media, of DrugBank’s Confidential Information, or destroy all such copies and certify in writing to DrugBank that such Confidential Information has been destroyed.

  8. WARRANTIES AND WARRANTY DISCLAIMER. DRUGBANK HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, DRUGBANK STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS. THE DATABASES, PLATFORM, AND SERVICES ARE INTENDED FOR EDUCATIONAL AND SCIENTIFIC RESEARCH PURPOSES ONLY, AND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF ALL SUCH DATA, DATABASES, PLATFORM, AND SERVICES IS AT YOUR SOLE RISK. DRUGBANK DOES NOT WARRANT THE ACCURACY OF THE DATABASES AND RELIANCE ON SUCH DATA SHALL BE AT YOUR SOLE RISK. THE DATA, DATABASES, PLATFORM, AND SERVICES ARE NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. THE DATABASES, PLATFORM, AND SERVICES ARE PROVIDED “AS IS” AND DRUGBANK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DRUGBANK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DRUGBANK MAKES NO WARRANTY OF ANY KIND THAT THE DATABASES, PLATFORM, OR SERVICES WILL MEET YOUR, OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

  9. LIMITATION OF LIABILITY.  IN NO EVENT SHALL DRUGBANK, ITS SUBSIDIARIES, AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, DATABASES, OR SERVICES, OR FOR ANY CONTENT, STATEMENTS AND OTHER INFORMATION CONTAINED THEREIN SUCH DATABASES, PLATFORM, OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY ANY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS OF WARRANTIES CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO THE SUBJECT MATTER OF THE TERMS AND THE USE OF, OR INABILITY TO USE, THE DATABASES, PLATFORM, OR SERVICES. 

  10. DATA PRIVACY AND SECURITY. EACH PARTY REPRESENTS AND WARRANTS THAT IT IMPLEMENTS SECURITY PRACTICES INTENDED TO PROTECT DATA ACCESSED THROUGH THE SERVICES (INCLUDING THE DATABASES) AND USER DATA AGAINST ACCIDENTAL OR UNAUTHORIZED ACCESS, USE, OR DISCLOSURE. EACH PARTY WILL MAINTAIN APPROPRIATE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE SECURITY MEASURES FOR THE PROTECTION OF THE DATABASES AND USER DATA FOR SO LONG AS SUCH PARTY HAS CUSTODY OF SUCH DATA. EACH PARTY HEREBY REPRESENTS AND WARRANTS THAT IT SHALL TRANSFER, USE, AND PROCESS THE DATABASES AND USER DATA IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS, INCLUDING THOSE RELATING TO DATA SECURITY AND DATA PRIVACY.

  11. INDEMNIFICATION. You shall defend, indemnify and hold harmless DrugBank, its affiliates, subsidiaries, and their respective partners, directors, officers, employees, agents and assigns, from and against any and all claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees), arising from or in connection with: (i) User Data, or any use of User Data in accordance with this Agreement, (ii) User Data’s actual or alleged infringement or misappropriation of a third party’s intellectual property rights, (iii) your negligence or willful misconduct; (iv) your use of the Databases, Platform, or Services in a manner not authorized by these Terms; (v) your violation of any law, rule or regulation; (vi) your violation of any privacy, publicity or other personal right of any individual or entity; (vii) your breach of any data privacy or data security law rule or regulation; (viii) your breach of privacy and security due to unauthorized access and/or resulting in loss of data; (ix)  your breach of confidentiality; (x) bodily injury or death of any person or damage or destruction to real and/or tangible personal property incurred during or as a result of your use of the Service described in or otherwise resulting from these Terms. DrugBank will provide you with notice of the claim within a reasonable period of time after learning of the claim; and reasonably cooperate in response to your requests for assistance. You may not settle or compromise any indemnified claim without DrugBank’s prior written consent.

  12. TERM AND TERMINATION. The Terms shall remain effective while the Databases, Platform, and Services are being used by you.  Your use of the Databases, Platform, and Services may be terminated at any time by ceasing to use them, by deleting or returning all DrugBank IP (including all data obtained from the Databases from your possession), and by disabling or uninstalling access to the Platform and/or Services from your computer and/or device. We may terminate or suspend your use or access to any and all Services immediately, without prior notice or liability, (i) if you breach any of the terms or conditions of the Terms; or (ii) for whatever reason or for no reason, which may result in the forfeiture and destruction of all information associated with your use of the Services. Upon termination of your account, you no long have the right to use or access to the Databases, Platform, or Services. Any and all provisions or obligations contained in the Terms which by their nature or effect are required or intended to be observed or performed after termination of the Terms, including without limitation the obligations of Sections 2.2, 2.6, 3.5, 4, 5.3, 6, 7, 8, 9, 10, 11, 12, 13 and 14 will survive its expiration or termination and remain binding upon and for the benefit of the parties, their successors and permitted assigns.

  13. DISPUTE SETTLEMENT.

    1. Governing Law; Informal Resolution. These Terms and all related claims (whether styled or sounding in tort, contract, or any other legal theory arising from, in connection with, or relating to the Terms) shall be governed exclusively by the laws in force in the Province of Alberta, Canada, without regard to choice-of-law or conflict-of-law principles. If any disputes arise between the Parties, the Parties expect that such disputes will be resolved through open, frank, and honest discussion by the representatives of the Parties, and the Parties agree to attempt to resolve such dispute by discussion between the principles of the Parties for a period of at least four (4) weeks. 

    2. Dispute Settlement. In the event a dispute arises in respect of the interpretation or performance of any of the obligations under these Terms or any of the exhibits attached hereto which cannot be resolved in accordance with the abovementioned methods, then, upon notice by any Party to the other, any unresolved controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by mediation, administered by the ICDR Canada under its Canadia Mediation Rules then in effect. The mediation will be conducted by a single mediator selected by the mutual written agreement of the Parties to the dispute. The Parties to the dispute will cooperate in good faith with the ICDR and with one another in selecting the mediator, and in scheduling the mediation. Such Parties agree that they will participate in the mediation in good faith, and that they will share equally in the costs of utilizing the ICDR and the mediator. The place of mediation will be in Edmonton, Alberta. If the dispute has not been resolved pursuant to such mediation procedure within sixty (60) days of the initiation of such procedure, except where such time has been extended by the mutual written agreement of the Parties to the dispute, then the controversy will be settled by arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator selected by the mutual written agreement of the Parties to the dispute. The Parties to the dispute will cooperate in good faith with the ICDR and with one another in selecting the arbitrator, and in scheduling the arbitration. Should the Parties be reasonably unable to come to agreement as to the arbitrator, the Parties shall request ICDR to appoint an arbitrator. Such Parties further agree that they will participate in the arbitration in good faith, and that they will share equally in the costs of utilizing the ICDR and the arbitrator. The judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of any mediation or arbitration under this Section 13.2 will be in Edmonton, Alberta. Unless otherwise agreed by such Parties, the mediator will be disqualified from serving as the arbitrator in the dispute. Notwithstanding the foregoing, each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Sections 4 (Intellectual Property) or 7 (Confidential Information) or, in your case, Section 2.2, would cause the other Party irreparable injury to the other Party. Accordingly, a Party will be entitled to injunctions and other equitable remedies in the event of such disclosure or use, in addition to whatever remedies it may have at law; provided, however, that they must contemporaneously submit the dispute for arbitration on the merits as provided for in this Section 13.2.

    3. Alternative Dispute Settlement. In the event you are in a jurisdiction where applicable law prohibits mediation or arbitration of disputes, or in the event of a finding by a court of competent jurisdiction that the terms and obligations of Section 13.2 (Dispute Settlement) are invalid or unenforceable as to you, the Parties each expressly and irrevocably agrees (i) that any legal action, suit, claim, or proceeding of any kind based upon, arising out of, connected with or relating to this Agreement shall be brought in the provincial courts located in the Edmonton, Alberta Canada, and irrevocably submits to the exclusive jurisdiction of each such court in any such legal action, suit, claim, or proceeding and (ii) it waives any right to a trial by jury in any legal action, suit, claim or proceeding of any kind based upon, arising out of, connected with or relating to this Agreement.

    4. CLASS ACTION WAIVER. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT WHERE EXPLICITLY PROHIBITED UNDER STATUTE, YOU HEREBY WAIVE ANY RIGHT YOU MAY HAVE TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT AGAINST THE DRUGBANK, INCLUDING THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, OR AGENTS, RELATED TO ANY CLAIM, DISPUTE OR CONTROVERSY ARISING OUT OF OR RELATED TO THESE TERMS. WHERE APPLICABLE, YOU HEREBY AGREE TO OPT OUT OF ANY CLASS PROCEEDING AGAINST DRUGBANK OTHERWISE COMMENCED.

  14. MISCELLANEOUS. 

    1. Attribution. When using DrugBank data that has been licensed to DrugBank from The Governors of the University of Alberta in an academic publication, such data is to be cited as follows:

      • Knox C, Wilson M, Klinger CM, et al. DrugBank 6.0: the DrugBank Knowledgebase for 2024. Nucleic Acids Res. 2024 Jan 5;52(D1):D1265-D1275. doi: 10.1093/nar/gkad976. PMID: 37953279; PMCID: PMC10767804.

    2. Email Communications. DrugBank uses email and other electronic means to stay in touch with you. For contractual purposes, You (i) consent to receive communications from DrugBank in electronic formats, including via the email address submitted or via the Platform; and (ii) agree that these Terms, including all agreements, notices, disclosures and other communications that DrugBank provides electronically satisfy any legal requirement that such communications would satisfy if they were in writing and physically presented to you.

    3. Entire Agreement. These Terms set forth the entire agreement between the Parties pertaining to this subject matter and supersedes all prior negotiations, understandings and agreements between the Parties whether written or oral concerning this subject matter.  Any change or modification to these Terms must be in writing and signed by authorized representatives of the Parties to be binding.  Except as otherwise explicitly specified to the contrary, the word “including” will be construed as “including without limitation.” 

    4. No Waiver. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof.

    5. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by DrugBank will be under its own control. Nothing contained in these Terms will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party will have authority to contract for or bind the other Party in any manner whatsoever. Each Party represents that it and has had the opportunity to confer with legal counsel of its choosing as to the significance and legal effect of these Terms.