Terms of Service

  1.  Absorption Systems shall carry out the testing described in the completed Assay Data Sheet on-line Order Form. Services are subject to the terms and conditions herein for Express Plus ADME Assays. Provisions of any existing contract between Absorption Systems and the Sponsor shall take precedence over any inconsistent terms and conditions of this order.
  2. Payment by credit card is accepted; registered Sponsors may submit a purchase order number. Payment terms are net thirty (30) days (in U.S. dollars) from issue date of invoice. Sponsor is responsible for all bank charges assessed by the originating bank associated with payment of invoices by wire transfer or other electronic means. Any invoice for which payment is not received by Absorption Systems within thirty (30) days of issue date of invoice is subject to interest of 1.5% per month until paid. Sponsor will also be responsible for payment or reimbursement to Absorption Systems for any legal fees and costs incurred in efforts to collect such delinquent account.
  3. If there are any problems with:
    • the Sponsor test compound,
    • the formulation prepared by the Sponsor, or
    • the recipe sent by the Sponsor that is to be used by AS to prepare a formulation for dosing,

    then the Sponsor can be charged for additional expenses.

  4. Sponsor shall comply with all applicable laws and regulations related to transmittal of samples to Absorption Systems’ laboratories in Exton, Pennsylvania.
  5. All test articles and information transmitted, exchanged, and generated between Sponsor and Absorption Systems are the sole property of the Sponsor. Absorption Systems will not use such property for any purpose other than the work specified herein and shall not disclose such property to any third party.
  6. Reports will be sent to the Sponsor in the portable document format (‘pdf’) with compliant electronic signatures and reference numbers of the archived files. The reports will be delivered through our secure website. Other file formats, including but not limited to xml, docx, xlsx, csv, rtf, txt, and wiff, will be delivered without electronic signatures.
  7. Absorption Systems’ Electronic Data Transfer Policy: Reports include only results. For security purposes, all raw and processed data in Absorption Systems are maintained in a closed system and are not accessible via direct web links.
  8. Absorption Systems makes no warranties with regard to work done other than it will do the word pursuant to good scientific practices. Absorption Systems makes no express or implied warranties or merchantability or fitness for a particular purpose of any work performed or information or products supplied by it. In no event shall Absorption Systems be liable to the Sponsor for any incidental or consequential damages. In no event shall Absorption Systems’ liability, if any, for damages relating to or arising out of this order exceed the fees paid to Absorption Systems under this order. Absorption Systems shall have no liability to the Sponsor in the event of failure to deliver testing data when due because of war, fire, flood, civil or labor unrest, accident government action, or other contingencies beyond its control.
  9. Indemnification by Sponsor. Sponsor will indemnify, defend, and hold harmless Absorption Systems against and from any third party liability, damage, loss, expense, claims, suits, actions, demands or judgments including reasonable attorney’s fees and expenses of litigation (‘Loss(es)’) incurred by or imposed upon Absorption Systems to the extent arising from or related to (i) Sponsor’s negligence or willful misconduct, or (ii) Sponsor’s failure to comply with all relevant laws, regulations, and rules of any competent regulatory authority. However, Sponsor’s obligation to indemnify, defend, and hold harmless Absorption Systems will not apply to the extent any Loss arises from or relates to (A) any willful misconduct, negligent act of omission of Absorption Systems, or (B) a failure by Absorption Systems to comply with all relevant laws, regulations, and rules of any competent regulatory authority.
  10. Indemnification by Absorption Systems. Absorption Systems will indemnify, defend, and hold harmless Sponsor against and from any third party Loss incurred by or imposed upon Sponsor to the extent arising from or related to (i) a failure by Absorption Systems to adhere to the study conditions of the Assay Data Sheet on-line Order Form, (ii) Absorption Systems negligence or willful misconduct (iii) Absorption Systems’ failure to comply with all relevant laws, regulations, and rules of any competent regulatory authority. However, Absorption Systems’ obligation to indemnify, defend, and hold harmless Sponsor will not apply to the extent (A) any Loss that arises from negligence or willful misconduct of Sponsor, or (B) failure by Sponsor to comply with all relevant laws, regulations, and rules of any competent regulatory authority.
  11. Unless Absorption Systems is authorized in writing by the Sponsor to return any remaining Sponsor Test Article(s), they will be destroyed. If Sponsor indicates in writing that they would like the Sponsor Test Article(s) returned to Sponsor, the Sponsor will incur will incur the associated shipping costs and expenses. Absorption Systems will not be responsible for damages of any nature which may arise from returning Sponsor Test Article(s).

For purchasers/users of the ADME Profiler data set, the additional terms apply:

Welcome to the ADME Profiler webpage (“Library”). The terms “we”, “our”, or “us” refer to Absorption Systems. The terms “you”, “your”, or “user” refer to the user or viewer of the Library. This page (together with the documents referred to herein) advises you of the terms under which you may make use of the Library (“Terms of Use”). Please review the Terms of Use carefully. The Library contains data and information that is proprietary to Absorption Systems.  By using the Library, you indicate that you accept these Terms of Use and that you agree to abide by them. If you do not agree to the Terms of Use, you may not access or use the Library. 

Accessing the Library. Access to the Library is permitted upon your acceptance of the Terms of Use through December 31st of the current calendar year. You are responsible for ensuring that all persons who access the Library through your internet connection are aware of the Terms of Use and that they comply with them.

Access Code. If you are provided with a user identification code, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not share it with any other person. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms of Use. You agree to notify us immediately upon becoming aware of any unauthorized use of the data provided on the Library, or unauthorized disclosure or use of your user identification code or password.

Permitted Use.  Upon your acceptance of the Terms of Use, we grant you a non­transferable, non-exclusive license to access and use the Library for the research, development, and manufacturing of pharmaceutical products undertaken internally by you. Where a feature of the Library is configured to enable the download of particular material or content, you may download one copy of such material or content to a single computer for your internal use, provided that you (a) keep intact all copyright and other proprietary notices, (b) make no modifications to the material or content, including keeping any diagrams, illustrations, photographs, video, or audio sequences, or any graphics together with any accompanying text, and (c) ensure that you do not use or disclose the information in a way that prohibited by our Terms of Use (see below). Nothing contained herein shall be construed as conferring any license or right under any intellectual property right of Absorption Systems except as expressly granted herein.

No Obligation. We will use reasonable efforts to keep information on the Library current and accurate, but we make no representations, warranties, or assurances as to the usefulness of the information provided. We reserve the right to amend or update the information and/or content of the Library at any time without prior notice. We reserve the right to monitor all use of the Library. No rights are conferred upon any person other than you under these Terms of Use. No provision shall obligate us to deliver or otherwise make available any other data or information that is not on the Library. We do not warrant that functions contained in the Library will be uninterrupted or error free, that defects will be corrected, or that the Library or the server that makes it available are free of viruses or bugs. We shall not be liable for any damages or injury resulting from anyone’s ability to access, or inability to access, the Library, or from anyone’s reliance on any information provided on the Library. We reserve the right to amend and/or update the provisions of these Terms of Use with notification to the user. 

Ownership of Copyrights/Usage Restrictions. The works of authorship contained in the Library, including but not limited to all data, information, designs, text, and images, are owned, except as otherwise expressly stated, by us or our licensors. The entire contents of the Library are protected by United States and worldwide copyright laws and treaty provisions.

Publications. You will not publish any data from the Library without first obtaining our review and approval.  Any such data published must be properly cited and Absorption Systems must be properly credited in any publication containing any data accessed from the Library.  You may not remove or alter any of the logos, trademark, patent, or copyright notices, proprietary legends, or other notices or markings within the Library. All Absorption Systems’ names, logos, and trademarks may not be used or reproduced without our prior written consent.

Restricted Use. Except for the limited permissions set out above, nothing in these Terms of Use or on the Library should be construed as granting any other right or license.

Prohibited Use. Except as expressly provided above, you may not copy, display, download, distribute, modify, reproduce, re-publish, or re-transmit any data, information, text, or image contained in the Library or any portion thereof in any electronic medium or in hard copy, or create any derivative work based on such data, information, text, or image, without our express written consent. You may not decompile, disassemble, reverse engineer, or assemble or attempt to reconstruct, identify, or discover any databases, data sets, or data, nor attempt to gain any lien or security interest in the Library data. You agree that you will not: (i) access the Library in order to build a similar or competitive product (or contract with a third party to do so ) or (ii) distribute any data, material, or information that you accessed from the Library to any third party. Incorporation of any information or data from the Library, including links to the Library, into other websites or electronic retrieval systems is prohibited. Any distribution, “remailing”, high-volume, or automated use of the Library and its information is prohibited.  Sharing any of the pages, text, images, or other content of the Library with a third party using “framing” technology without our express written consent is prohibited.

Limited Liability. Any hyperlinks from the Library or references to other sites for which we have no control over content shall be the responsibility of the user. We will not be liable for any damages or injury arising from the content of other sites to which links are provided as a convenience to the users of the Library. To the extent permitted by law, we hereby expressly exclude any liability for any direct, indirect, or consequential loss or damage incurred by any user in connection with our Library or in connection with the use, inability to use, or results of the use of our Library, any websites linked to it and any materials posted on it, including, without limitation any liability for (i) loss of income or revenue, (ii) loss of business, (iii) loss of profits or contracts, (iv) loss of anticipated savings, (v) loss of data, (vi) loss of goodwill, (vii) wasted management or office time; and (viii) for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.  In the event the jurisdiction does not allow the exclusion or limitation of certain categories of damages, this limitation of liability shall apply to the fullest extent permitted by the laws of such jurisdiction.

Indemnification. You agree to indemnify, defend, and hold harmless Absorption Systems, its officers, directors, employees, agents, and third party partners from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation by you of these Terms of Use.

Privacy. We respect the privacy of our Library users. Please refer to our Privacy Policy that explains users’ rights and responsibilities with respect to using the Library.

Void Where Not Applicable. We make no representation that content provided is applicable or appropriate for use in all locations. The Library and its contents are intended to comply with the laws and regulations in the U.S. Although the information on the Library is accessible to users outside of the U.S., the information provided is currently based on use within the U.S.

Governing Laws. These Terms of Use and your use of the Library shall be governed by the laws of the United States of America and the State of Delaware without regard to its conflicts of laws principles. Any legal action or proceeding related to the Library shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Delaware.

Miscellaneous. If any provision of these Terms of Use is held to be unlawful, void, or unenforceable, then such provision shall be severable without affecting the enforceability and validity of all remaining provisions.