TERIS License (10+ Practitioners per Site)

TERIS Database Subscription Agreement

10+ Healthcare Practitioners per Site
UW CoMotion Express License

This agreement is for access to TERIS database for one or more Sites having ten or more healthcare practitioners per Site.  If you’re looking for a different agreement covering a larger number of practitioners per Site, please go back to the licensing page or contact license@uw.edu for assistance.

To complete the agreement, please:

  1. 1. REVIEW

    2. You will be directed to a page where you can review the agreement terms.

  2. 2. COMPLETE & SIGN

    3. To complete this agreement, you will be directed to a page to enter the following information.  In situations where contacts are the same individual, the information must be completed for each contact.     

  3. - Contact information (including name, title, address, email, and phone) for Subscriber’s:
    •    Account Manager
    •    Legal Contact, and
    •    Contact to whom UW will send invoices
  4. - A list of participating clinic locations (including entity name, street address, and phone).
  5. 3. PAYMENT

    6. Payment will be requested at the time of signing in US Dollars (“USD”), and can be made by credit card, wire transfer, check or purchase order (“PO”) per the payment option selected.  For payments made by wire transfer, there is an additional fee of $30 USD.  If paying by wire transfer, check, or PO, an invoice will be sent to the invoicing contact as provided.  Payment must be received within 30 days of invoicing to retain access. 

  6. 4. ACCESS

    7. Upon receipt of payment, you will receive a confirmation and copy of the fully executed agreement.  You will then be contacted by the UW to set up access. Access is typically established within 5 business days of agreement execution and receipt of fees.

  7. 5. QUESTIONS

    8. Please contact our office if you have any questions about this process:
    Express Licensing Program          
    UW CoMotion
    University of Washington
    4545 Roosevelt Way NE, Suite 400
    Seattle, WA 98105-4608
    Phone: 206-685-2278


    TERIS Database Subscription Agreement

    10+ Healthcare Practitioners per Site UW CoMotion Express License

    The University of Washington, a public institution of higher education, having administrative offices at 4545 Roosevelt Way NE, Suite 400, Seattle, WA 98105-4608 (“UW”) and the undersigned individual on their own behalf and on behalf of the entity(ies) (“Participating Clinic Location(s)”) as provided (collectively, the “Subscriber”).  UW and Subscriber agree as follows effective as of the latest date upon which this Agreement is fully executed (“Effective Date”):

    Background

    The Teratogen Information System (“TERIS”) is a research tool containing information on the potential teratogenicity of drugs and other environmental agents in a computerized database. It includes user documentation designed to assist physicians or other healthcare professionals in assessing the risks of possible teratogenic exposures in pregnant women. The database consists of a series of agent summaries, each of which is based on a thorough review of published clinical and experimental literature (“Summaries”). Summaries may be accessed using either generic names or domestic or foreign proprietary names. Each summary includes a risk assessment derived by consensus of an advisory oard comprising nationally recognized authorities in clinical teratology.

    UW desires to disseminate the TERIS data for use in the public interest and Subscriber desires to license TERIS solely for its internal educational, reference, and research purposes (“Purpose”).

  8. 1. Definitions
  9. 1.1 “Account Manager” means the person as provided per Section 11.2 who is designated and authorized by the Subscriber to receive and provide technical information to the System Administrator under this Agreement and to manage system access by authorized Sites (defined below) and users.
  10. 1.2      “Healthcare Practitioner” means a person, such as a physician or other healthcare professional, who works at a Site and needs to perform, display, query TERIS, and view Summaries in order to achieve Subscriber’s Purpose.
  11. 1.3      “Site” means a designated location (e.g. a clinical practice or branch office at a given physical location) identified and provided by the Subscriber as a Participating Clinic Location.  A Subscriber may have multiple Sites.

  13. 2. License Grant
  14. 2.1 Commencing on the Effective Date, and provided Subscriber complies with the terms of this Agreement, and subject to UW’s reservation of rights in Section 2.3, UW hereby grants to Subscriber, and Subscriber accepts, a limited, non-transferable, non-exclusive, revocable license for Subscriber to access a UW operated computer server or a server under contract to UW on which TERIS is remotely accessed by the Internet, and through which queries are executed (“Server”), to perform, display, query TERIS, and view Summaries for Subscriber’s Purpose. No confidential client or patient protected health information is used or exchanged in the Summaries.
  15. 2.2 Subscriber may print TERIS Summaries, provided such printouts are primarily for Subscriber’s Purpose and provided Subscriber complies with the terms of this Agreement.
  16. 2.3 UW reserves all rights not expressly granted to Subscriber under this Agreement.

  18. 3. Conditions
  19. 3.1 Subscriber acquires no proprietary interest in TERIS and shall not sublicense, sell, lend, rent, lease, or otherwise transfer all or any part of TERIS.
  20. 3.2 Subscriber shall not remove or obscure rights management markings, such as copyright notices and patent numbers, from TERIS or printouts from TERIS.
  21. 3.3 Subscriber may print, or copy and paste, the Summaries into other documents without modifying the content of the Summaries, provided such Summaries are primarily for Subscriber’s internal use and provided that the Summaries are not a substantial portion of TERIS.
  22. 3.4 Subscriber shall not download substantial portions of TERIS for any purpose, including local storage or use. Subscriber shall not access, download, retain, or reproduce substantial portions of TERIS, whether by automated polling systems, manual execution of sequential queries, or any other means.
  23. 3.5 Subscriber shall not access TERIS or provide information from TERIS for any patient treatment.
  24. 3.6 Subscriber shall notify in writing each Healthcare Practitioner of the disclaimers provided in this Agreement regarding information contained in TERIS and restrictions for purpose of access to TERIS.
  25. 3.7 Subscriber acknowledges that TERIS is the intellectual property of UW and Subscriber shall cite TERIS copyright in all Summaries and/or in any reference to the Summaries.
  26. 3.8 Subscriber acknowledges that TERIS is for informational and educational purposes only and is not a substitute for the professional judgment of the Subscriber. SUBSCRIBER’S RELIANCE UPON TERIS IS SOLELY AT SUBSCRIBER’S OWN RISK.

  28. 4. Delivery
  29. 4.1 UW shall provide Subscriber access to TERIS by providing to the Subscriber a password and website URL for TERIS within 5 business days of UW’s receipt of Subscriber’s Fees as defined in Section 5.1.
  30. 4.2 If an additional technical contact is required by Subscriber, please provide this information to TERIS at: terisweb@uw.edu.

  32. 5. Payment
  33. 5.1    Use of TERIS requires payment of an annual license fee in the amount of $1545 US Dollars (“USD”) for 10+ Healthcare Practitioners per Site identified as provided (“Fees”).  Fees are due upon execution of this Agreement. 
  34. 5.2    Subscriber shall pay to UW all Fees due upon execution of this Agreement. UW, at its sole discretion, may terminate this Agreement without notice if Fees have not been received within ninety (90) days of Effective Date.
  35. 5.3    Payment will be requested at the time of signing in USD, and can be made by credit card, wire transfer, check, or purchase order (“PO”) per the payment option selected.  For payments made by wire transfer, there is an additional fee of $30 USD.  If paying by wire transfer, check, or PO, an invoice will be sent to the invoicing contact person as provided.  Payment must be received within 30 days of invoicing to retain access. 
    1. 5.3.1 For payments by check or PO, send payment or instructions to:

      Attention: Contract Manager, UW CoMotion
      4545 Roosevelt Way NE, Suite 400
      Seattle, WA 98105-4608
      Phone: 206-543-3970
      Email: ipfin@uw.edu

  36. 6. Term

    37. This Agreement shall expire 1 year from Effective Date and may be renewed annually, provided UW sends Subscriber an invoice for 1 year of service and Subscriber’s timely payment of the invoice is received by UW within 30 days of the date of the invoice.

  37. 7. Termination
  38. 7.1 Provided the Subscriber has paid the Fees, Subscriber may terminate this Agreement at any time upon 30 days written notice to UW. UW shall not refund to Subscriber any portion of Fees received by UW for early termination.
  39. 7.2 Termination of this Agreement shall result in termination of all rights and permissions granted to Subscriber under this Agreement. Upon termination of this Agreement, Subscriber shall destroy all copies and versions of TERIS in Subscriber’s possession or control, including at Site(s), and Subscriber will provide certification that the obligations of termination have been complied with.
  40. 7.3 UW may terminate this Agreement upon notice if Subscriber is in breach of this Agreement and fails within 30 days of a written demand for performance to cure such breach. After such notice period elapses, this Agreement will by default be terminated. The provisions under which this Agreement may be terminated shall be in addition to any and all other legal remedies which either Subscriber or UW may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy each Party may have.

  42. 8. Feedback

    43. Subscriber hereby authorizes UW to contact the Subscriber, at mutually convenient times, to request Feedback on use of TERIS to assist in UW’s continuing development of TERIS (“Feedback”). The timeliness and scope of the Feedback shall be at the sole discretion of UW. Subscriber agrees UW is permitted to use the Subscriber-provided Feedback at no charge or royalty in making changes to TERIS.

  43. 9. Disclaimers
  44. 9.1 TERIS has been developed as part of research conducted at UW and is made available “AS IS,” without obligation by UW to provide accompanying services or support. The entire risk as to the quality and performance of TERIS is with Subscriber. Should TERIS not work properly or be inappropriate for Subscriber’s Purpose, Subscriber's sole remedy is to discontinue its use immediately and terminate this Agreement. Subscriber acknowledges that TERIS is for informational and educational purposes only and is not a substitute for the professional judgment of Subscriber. SUBSCRIBER’S RELIANCE UPON TERIS IS SOLELY AT SUBSCRIBER’S OWN RISK.
  45. 9.2 Subscriber understands and agrees that UW is not operating as a vendor in the trade.
  46. 9.3 TERIS IS PROVIDED “AS IS” AND THE UW DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS AND IMPLIED, AND MAKES NO REPRESENTATIONS CONCERNING TERIS AND ANYTHING ELSE DELIVERED OR OTHERWISE PROVIDED TO SUBSCRIBER UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  47. 9.4 EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL UW BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGES ARISING IN CONNECTION WITH THE ACTIVITIES CONTEMPLATED IN THIS AGREEMENT, AND IN NO EVENT SHALL UW BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, OR ANY OTHER RELIANCE OR EXPECTANCY, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OF ANY KIND INCURRED BY SUBSCRIBER IN CONNECTION WITH THIS AGREEMENT. SUBSCRIBER HEREBY RELEASES UW, ITS OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, FACULTY, AND STUDENTS FROM ALL CLAIMS RELATING TO THE FOREGOING.
  48. 9.5 Subscriber acknowledges that the intended audience for TERIS is educators, researchers, and healthcare, occupational, and industrial professionals knowledgeable in drug interactions, and no use by patients is intended or allowed by this Agreement.

  50. 10. Indemnification
  51. Subscriber shall defend, indemnify, and hold harmless UW, and its officers, TERIS developers, employees, students, and agents, against any and all claims, suits, losses, damages, costs, fees, and expenses by Subscriber or any third party resulting from Subscriber’s possession and/or use of TERIS, including but not limited to any damages, losses, or liabilities whatsoever with respect to death or injury to any person and damage to any property. This indemnification clause shall survive the termination of this Agreement.
    52.  
  52. 11. General
  53. 11.1 This Agreement shall be construed in accordance with, and its performance shall be governed by, the laws of the state of Washington, U.S.A. Any suit, action, or proceeding arising out of or relating to this Agreement shall be decided in King County, Washington, U.S.A. Subscriber accepts the venue and jurisdiction of the U.S. District Court of Western Washington, Seattle, or the King County Superior Court. The application of the United Nations Convention for contracts for the International Sales of Goods is hereby expressly excluded.
  54. 11.2 Notices, requests, and other communication required or permitted under this Agreement shall be in writing, shall refer specifically to this Agreement, and shall be deemed delivered upon receipt. If sent by email or facsimile (provided that a transmittal sheet indicates confirmation), or other electronic transmission, a confirmation copy will be forwarded. Any such notices, requests, and other communications shall be addressed as follows:

    55. For the Subscriber:

    Subscriber’s TERIS User Account Manager Contact:

                To Subscriber’s Account Manager as provided

    On Legal Matters:

                To Subscriber’s Legal Contact as provided

    On Invoicing:

    To Subscriber’s Invoicing Contact as provided


    For UW:

    On all UW matters:

    Director, Innovation Development
    UW CoMotion
    University of Washington
    4545 Roosevelt Way NE, Suite 400
    Seattle, WA 98105-4608

  56. 11.3 No omission or delay of either party hereto in requiring due and punctual fulfilment of the obligations of any other party hereto shall be deemed to constitute a waiver by such party of its rights to require such due and punctual fulfilment, or of any other of its rights hereunder. Amendments to this Agreement must be in writing, reference this Agreement, and be signed by duly authorized representatives of UW and Subscriber. Headings are provided for convenience only and shall not be referenced when interpreting the provisions of this Agreement.
  57. 11.4 If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.
  58. 11.5 This Agreement and the rights and benefits conferred upon Subscriber hereunder may not be assigned or otherwise transferred by Subscriber without the prior written consent of UW. This Agreement may be assigned by UW.
  59. 11.6 Failure of UW to perform or delay in the performance of UW’s obligations under this Agreement due to any cause or event not reasonably within UW’s control, including but not limited to casualty, labor disputes, failure of equipment, compliance with government authority, or Act of God, shall not constitute a breach of this Agreement, and UW’s performance shall be excused during such delay.
  60. 11.7 This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations, or understandings, either oral or written, between the parties relating to the subject matter hereof.
  61. 11.8 This Agreement may be executed in identical counterparts, each of which (including signature pages) will be deemed an original, but all of which together will constitute one and the same instrument. A facsimile, scanned, or photocopied signature (and any signature duplicated in another similar manner) identical to the original will be considered an original signature.