Thank you for reviewing Drug Hunter’s Subscription Services Agreement (“SSA”) and Order Documents. Before you begin your review of these documents, and to help your review, we want to provide some information about how Drug Hunter’s subscription website works. We hope that this Agreement Guide will prove useful as you review these agreements.
The Subscription Services Agreement and this Agreement Guide were put together by leading law firm Perkins Coie LLP, specifically with the requirements of biotech and pharmaceutical manufacturing customers in mind, based on market language for similar service providers to Drug Hunter.
*This Agreement Guide will not form part of the SSA, and should be deleted after each party reviews the SSA. If the Agreement Guide is not deleted, then each party acknowledges and agrees that nothing herein will form a part of the SSA or the Order.*
Last Updated: March 24th, 2024
Drug Hunter’s mission is to empower drug discovery scientists with the information they need to turn today’s molecules into tomorrow’s medicines. Drug Hunter publishes and provides access to scientific information related to drugs, drug candidates, and principles related to drug discovery (“Services”). The Services are delivered as a subscription via Drug Hunter’s website (drughunter.com), which grants users on-demand access to Drug Hunter’s content. As a subscription service provider, Drug Hunter provides the Services through the Internet. Drug Hunter currently uses industry-leading service provider Vercel (vercel.com) as a hosting provider. There are multiple purchasing models for Drug Hunter’s service with distinct onboarding methods (e.g., eligibility file, SSO, named seats).] You may select the onboarding method that works best for your company, based on the data that you are comfortable providing to Drug Hunter for purposes of verifying your users’ eligibility to access Drug Hunter’s services under your account. Regardless of which model you are purchasing, Drug Hunter uses reasonable administrative, physical and technical safeguards to protect the foregoing data you provide to Drug Hunter.
Like all subscription service providers, Drug Hunter’s subscription service is a true one-to-many business model. This means that unlike traditional software service providers, where each customer/user installs the software and is responsible for maintaining updates during the term, Drug Hunter’s service automatically pushes updates and new content to customers, ensuring that all customers are on the same release at all times. In taking this approach, Drug Hunter and its team of engineers, security and operations personnel can be singularly focused on maintaining, improving, delivering and securing one version of its service to optimally benefit our customers. Our customers are also able to avoid costly and disruptive upgrades.
Depending on the onboarding method selected by our customers, certain limited identifying information about each user (e.g., name, email address, or other identifying information as designated by the customer) (see “Customer Data” in Section 1 of the SSA) may need to be provided to Drug Hunter. This information is used to verify our customers’ users’ eligibility to access Drug Hunter’s Services under each customer’s account (see Section 6.1 of the SSA). We know that sharing personally identifiable information with service providers can be a sensitive subject for our customers. In recognition of that sensitivity, we offer multiple onboarding methods to enable our customers to select the information provided to Drug Hunter. Nevertheless, in the event Customer Data is provided to Drug Hunter, it remains the applicable customer’s confidential information and our customer ultimately retains ownership and control over such data.
Protecting our customers’ (and their users’) data from unauthorized access is a top priority for Drug Hunter. The Drug Hunter service is hosted on data centers maintained by industry-leading service providers (i.e., Vercel). These data centers offer state-of-the-art physical protection for the services and related infrastructure that comprise the operating environment for the Drug Hunter service.
No. Users only consume the content made available through the Services. Customers and their administrators may submit an eligibility file (see the Customer Data section above) to Drug Hunter in connection with provisioning the service, but the service does not currently allow for collaboration or distribution of user-generated content.
No. We believe that allowing an employer to monitor the specific content that their employees are consuming inhibits the free adoption and use of our services and potentially creates liability issues for the employer.
Drug Hunter’s service is structured on a subscription-based model, typically priced on a per-user basis, with a standard subscription term of 12 months. The service is sold as a subscription because additional content, features, and functionality are made available to customers throughout the applicable order term at no additional charge. Terminating an order form for convenience undermines Drug Hunter’s business model and de-values the benefits of updates to the service during the subscription term.
Rather than make an IP infringement warranty, Drug Hunter indemnifies our customers from third-party IP infringement claims (see Section 11.1 of the SSA), and we uncap those indemnification obligations from the limitation of liability in the SSA (see Section 10 of the SSA). This approach better protects our customers from damages arising from the use of Services, prevents you from having to make a breach of warranty claim, and allows Drug Hunter to take control of any claims related to its IP.
Drug Hunter agrees to uncap its indemnity obligations related to third-party IP claims, as well as take on responsibility for any damages arising out of its gross negligence or willful misconduct.
A fundamental principle of Drug Hunter’s business model is that any other damages and any other breaches of the Agreement are subject to a limitation of liability (see Section 10 of the SSA). Drug Hunter will not agree to take on unlimited liability for damages that arise out of actions outside of Drug Hunter’s control.