Terms of Subscription for the Paid Version of Cochrane Classmate

Terms of Subscription for Cochrane Classmate (“Agreement”) between the subscriber who purchased a subscription for Cochrane Classmate (as defined below) (the “Subscriber”) and Cochrane Collaboration (“Cochrane”) a company limited by guarantee and a charity registered in England and Wales with company number 03044323 and charity number 1045921 whose registered office is at 11-13 Cavendish Square, London, W1G 0AN, United Kingdom.

1. DEFINITIONS

Access Period: a period of twenty four (24) calendar months during which there is no Subscriber activity in relation to the Software which period will run from the later of (i) the day immediately following the end of the Subscription Period and (ii) the last day of Subscriber activity in relation to the Software, provided that such activity occurs within a twenty four (24) calendar month period immediately following the Subscription Period.

Account and Systems Terms of Use: are the terms and conditions governing the access and use of the Cochrane Accounts and various Cochrane systems, which users are required to accept in order to use the Cochrane Account and the systems accessed through Cochrane Account, including the Software. The Account and Systems Terms of Use can be found at https://account.cochrane.org/terms.

Authorised Users: means an individual user who has the authority to use Cochrane Classmate, either because they are an Individual Subscriber or because an Institutional Subscriber has purchased a Subscription on their behalf.

Basic Classmate Reports: are reports containing data relating to student activity during their utilisation of the Software. The detailed description of the content and structure of the Basic Classmate Report is contained in the Documentation.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Cochrane Classmate: a software program which is designed to enable the use of Cochrane Crowd tasks as group co-ordinated learning activities building a curriculum based on Cochrane Learning Modules and live tasks with student reports on progress and accuracy.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 8.1.

Data: the Subscriber Data and the Output Data.

Data Protection Legislation: means all applicable laws, regulations and secondary legislation relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including but not limited to UK GDPR and EU GDPR.

Detailed Classmate Reports: are reports containing data relating to the student activity during their utilisation of the Software providing more data than the Basic Classmate Reports. The detailed description of the content and structure of the Detailed Classmate Report is contained in the Documentation. For the avoidance of doubt the Detailed Classmate Reports are only available during the Subscription Term in respect of which the Subscription Fees have been paid.

Documentation: the document(s) and other materials made available to the Subscriber by Cochrane online via www.classmate.cochrane.org/help or such other web address notified by Cochrane to the Subscriber from time to time which sets out a description of the Software and the user instructions for the Software.

Effective Date: the date Cochrane grants access for the Subscriber to access the Software.

Force Majeure Event: means an act, event, omission, accident beyond a party’s reasonable control which prevents or delays that party from performing its obligations under this Agreement.

Individual Subscriber: means a Subscriber who is an individual and has purchased a Subscription for their own use.

Institutional Subscriber: means a Subscriber who is an organisation which has purchased a Subscription for use by multiple individual Authorised Users as stipulated in the Order Form.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get up and trade dress, goodwill and the right to use for passing of or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of granted rights, renewals and extensions of. And rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Malware: means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunication service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Mandatory Policies: Cochrane's business policies and codes listed in Schedule 1, as amended by notification to the Subscriber from time to time.

Order Form: the form detailing the Institutional Subscriber’s terms of Subscriptions including but not limited to the Subscription Fees and the number of User Subscriptions.

Output Data: the student data generated during their performance of the tasks whilst using the Software to include but not be limited to, the number of students, the task performed, the performance metrics and task duration. The Output Data shall be divided into Basic Classmate Reports and Detailed Classmate Reports.

Software: the web based version of Cochrane Classmate to be provided by Cochrane to the Subscriber on a Software as a Service basis.

Subscriber: an Individual Subscriber or an Institutional Subscriber who purchased a Subscription for the Software.
Subscription: the subscription purchased by the Subscriber which allows Authorised Users to use the Software.

Subscriber Data: the data inputted by the Subscriber, Authorised Users, or Cochrane on Subscriber's behalf for the purpose of using the Software or facilitating the Subscriber's use of the Software.

Subscription Fees: the subscription fees payable by the Subscriber to Cochrane for the Authorised User Subscriptions.

Subscription Term: means the period of Subscription which is the period of twelve (12) calendar months starting on the Effective Date;

User Subscriptions: the user subscriptions purchased by the Subscriber which entitle Authorised Users to access and use the Software and the Documentation in accordance with this Agreement.

2. USER SUBSCRIPTIONS

2.1

Subject to the Subscriber purchasing the User Subscriptions, the restrictions set out in this Clause 2 and the other terms and conditions of this Agreement and the Account and Systems Terms of Use, Cochrane hereby grants to the Subscriber a non-exclusive, non-transferable, revocable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Software and the Documentation during the Subscription Term solely for the Subscriber's educational and training needs.
Subscribers will be granted access to their Subscription immediately upon Cochrane’s receipt and acceptance of the order, and in case of the Institutional Subscribers once they have provided Cochrane with sufficient information to identify and grant access to the Subscriber’s Authorised User(s) and once their Authorised User(s) accepted the Account and Systems Terms of Use. Cochrane has the right to revoke access to the Subscription if the Institutional Subscriber does not pay the invoice on time.
By placing the order for the Subscription, the Subscriber is requesting and agreeing that Cochrane may start the Subscription and provide the Subscriber with access to the Software as soon as possible following Cochrane’s acceptance of the order. For the avoidance of doubt the placing of the order by the Institutional Subscriber shall occur via the Institutional Subscriber returning a completed online Order Form to Cochrane and in case of the Individual Subscriber it shall occur online upon acceptances of these Terms and Conditions and payment of Subscription Fees The Subscriber has fourteen (14) days from the Effective Date to change their mind and cancel the Subscription, provided that the Subscriber has not accessed the Software during that fourteen day period, by notifying Cochrane in writing at support@cochrane.org in which case Cochrane shall issue a refund of the Subscription Fee. If the Subscriber does access the Software during that fourteen day period the Subscriber acknowledges that they are not entitled to a refund if the Subscriber then changes their mind and cancels the Software.

2.2 In relation to the Authorised Users, the Subscriber undertakes that:

the maximum number of Authorised Users that it authorises to access and use the Software and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time as set out in the Order Form;
it will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Software and/or Documentation;
they shall require each Authorised User to create a Cochrane Account, accept the latest version of the Account and System Terms of Use and subscribe to use the Software which is necessary to enable the Authorised User to access the Software;
if they are an Institutional Subscriber, they will provide Cochrane with the email address of each Authorised User and/or such domain name, IP address or other details that Cochrane requires in order to identify the Authorised Users and be able to grant them access to the Software. It is hereby agreed and acknowledged that the Institutional Subscriber shall:
1. procure that the Authorised Users accept these Terms of Subscription as well as the Account and Systems Terms of Use before they are granted access to the Software; and
2. procure compliance by the Authorised Users with these Terms of Subscription and the Account and Systems Terms of Use. For the avoidance of doubt, any breaches of these Terms of Subscription and/or the Account and Systems Terms of Use by the Authorised User shall be treated as breaches by the Institutional Subscriber.

2.3 The Subscriber shall not access, store, distribute or transmit any material during the course of its use of the Software that:

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
is otherwise illegal or causes damage or injury to any person or property;
and Cochrane reserves the right, without liability or prejudice to its other rights to the Subscriber, to disable the Subscriber's access to any material that breaches the provisions of this clause.

2.4 The Subscriber shall not:

except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, and/or Documentation (as applicable) in any form or media or by any means; or
2. attempt to de-compile, reverse engineer , disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
access all or any part of the Software and Documentation in order to build a product or service which competes with the Software and/or the Documentation; or
use the Software and/or Documentation to provide services to third parties; or
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software and/or Documentation available to any third party except the Authorised Users, or
attempt to obtain, or assist third parties in obtaining, access to the Software and/or Documentation, other than as provided under this Clause 2; or
introduce or permit the introduction of, any Malware into the Software or the Cochrane’s network and information systems.

2.5 The Subscriber acknowledges that:

If the Subscriber breaches clause 2.2(a) and/or 2.2(b) Cochrane shall be entitled to increase any Subscription Fee due proportionate to the actual number of users the Subscriber has permitted to use the Software;
If an Authorised User has their Cochrane Account suspended or closed due to breaching the Account and Systems Terms of Use, no refund of any Subscription Fee, in whole or in part, will be payable to the Subscriber.
Cochrane will delete the Subscriber and/or Authorised Users’ Data as well as the Output Data from the Software after the end of the Access Period. During the Access Period the Subscriber shall be able to access the Subscriber Data and the Basic Classmate Reports but the Subscriber shall not be able to access the Detailed Classmate Reports unless a new Subscription is taken. The Subscriber and/or Authorised Users should therefore download the Detailed Classmate Reports stored within the Software they wish to retain prior to the end of the Subscription Term and the Basic Classmate Reports and the Subscriber Data they wish to retain prior to the end of the Access Period. Thirty (30) days prior to the end of the Access Period, Cochrane shall send an email to the Subscriber advising the Subscriber that their Data shall be deleted at the end of the Access Period applicable to that Subscriber.
Software system administrators will be able to access and edit Data held within the Software for the purposes of operating the Software;
It is the responsibility of the Subscriber and/or its Authorised Users to obtain all hardware, software and other equipment and any telecommunication services required to access the Software and Cochrane is not responsible for any charges that the Subscriber may incur in doing so.

3. DATA PROTECTION

3.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. The Subscriber shall not (and shall not permit its Authorised Users to) upload or introduce any personal data into the Software in breach of Data Protection Legislation. Before sharing any Authorised Users’ personal data with Cochrane, the Institutional Subscriber shall obtain consent (which complies with the requirements of the Data Protection Legislation) from the Authorised Users.

4. COCHRANE'S OBLIGATIONS

4.1 Cochrane shall use its reasonable commercial endeavours to provide the Software during Subscription Term to the Subscriber substantially in accordance with the Documentation.

4.2 Cochrane reserves the right to make reasonable changes to the operation of functionality of the Software.

4.3 Cochrane’s obligations at Clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Software contrary to Cochrane’s instructions, or modification or alteration of the Software by any party other than Cochrane or the Cochrane's duly authorised contractors or agents. If the Software does not conform with the terms of clause 4.1, Cochrane will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Subscriber's sole and exclusive remedy for any breach of the undertaking set out in clause 4.1.

4.4 Cochrane:

does not warrant that:
1. the Subscriber's use of the Software will be uninterrupted or error-free;
2. the Software, Documentation and/or the information obtained by the Subscriber through the Subscription will meet the current or future needs of the Subscriber;
3. the Software will be free from bugs or Malware;
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Data over communications networks and facilities, including the internet, and the Subscriber acknowledges that the Software and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.5 This Agreement shall not prevent Cochrane from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

4.6 Cochrane warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

4.7 Cochrane will retain a backup of Data which is held within the Software in accordance with clause 2.5 (c). In the event of any loss or damage to the Data, the Subscriber's sole and exclusive remedy against Cochrane shall be for Cochrane to use reasonable commercial endeavours to restore the lost or damaged r Data from the latest back-up of such Data. Cochrane shall not be responsible for any loss, destruction, alteration or disclosure of Data caused by any third party (except those third parties sub-contracted by Cochrane to perform services related to the Data maintenance and back-up).

4.8 Through its Helpdesk, Cochrane will respond to email queries from the Subscriber about their Subscription and the functionality of the Software. The Helpdesk is available in the United Kingdom office hours only (Monday to Friday 9am to 5pm GMT, excluding public holidays). The Helpdesk will only support Software related queries regarding access, authentication, Cochrane Account registration and login, renewals associated issues.

5. SUBSCRIBER’S OBLIGATIONS

5.1 The Subscriber shall:

provide Cochrane with:
1. all necessary co-operation in relation to this Agreement; and
2. all necessary access to such information as may be required by Cochrane
  in order to provide the Software, including but not limited to Subscriber Data, security access information and configuration services;
without affecting its other obligations under this Agreement, comply with all applicable laws including sanctions laws and regulations with respect to its activities under this Agreement;
carry out all other Subscriber responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Subscriber's provision of such assistance as agreed by the parties, Cochrane may adjust any agreed timetable or delivery schedule as reasonably necessary and Cochrane shall not be liable for any failure to deliver any or all of the Software to the extent caused by Subscriber’s delay;
ensure that the Authorised Users use the Software and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
obtain and shall maintain all necessary licences, consents, and permissions necessary for Cochrane, its contractors and agents to perform their obligations under this Agreement;
ensure that its network and systems comply with the relevant specifications provided by Cochrane from time to time; and
be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Cochrane’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Subscriber’s network connections or telecommunications links or caused by the internet.

6. CHARGES AND PAYMENT

6.1 The Subscriber shall pay the Subscription Fees to Cochrane for the User Subscriptions in accordance with this Clause 6 and, in case of the Institutional Subscriber, the Order Form. The Subscription Fee shall be payable in advance for the entire Subscription Term unless otherwise specified in the Order Form. Cochrane will issue invoices to Institutional Subscribers which the Institutional Subscribers must pay within thirty (30) days of receipt. The Subscribers shall be provided with an online receipt upon payment of the Subscription Fees.

6.2 If Cochrane has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

Cochrane may, on no less than 5 Business Days' notice to the Subscriber and without liability to the Subscriber, disable the Subscriber's password, account and access to all or part of the Services and Cochrane shall be under no obligation to provide any access to the Software while the invoice(s) concerned remain unpaid; and
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 1% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

6.3 All amounts and fees stated or referred to in this Agreement:

shall be payable in [pounds sterling];
are, subject to Clause 9.4(b), 10.3 and 10.4 , non-cancellable and non-refundable;
are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

6.4 Cochrane shall be entitled to increase the Subscription Fees, at the start of each Renewal Period upon 90 days' prior notice to the Subscriber and the Order Form shall be deemed to have been amended accordingly.

7. PROPRIETARY RIGHTS

7.1 The Subscriber acknowledges and agrees that Cochrane and/or its licensors own all intellectual property rights in the Software, and the Documentation.. Except as expressly stated herein, this Agreement does not grant the Subscriber any Intellectual Property rights to (whether registered or unregistered), or any other rights or licences in respect of the Software, or the Documentation.

7.2 Subscriber must not use (and shall procure that the Authorised Users do not use) the name, logo or any other marks of Cochrane without Cochrane’s prior written consent.

7.3 The Subscriber shall own all right, title and interest in and to all of the Subscriber Data and the Subscribe shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Subscriber Data.

7.4 The Subscriber shall own all right and title and interest in and to all the Output Data and the Subscriber has the sole responsibility for the use and interpretation of the Output Data.

7.5 Cochrane shall have no liability for any loss or corruption to the Data held within the Software due to causes outside of Cochrane’s reasonable control whether foreseeable or not. It is the Subscriber’s responsibility to download any Data held in the Software which the Subscriber wishes to retain, before the end of the Subscription Period and the Access Period as applicable.

8.CONFIDENTIALITY AND COMPLIANCE WITH POLICIES

8.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of this Agreement in connection with this Agreement, including but not limited to:

any information that would be regarded as confidential by a reasonable business person relating to:
1. the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and
2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing;

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

8.2 The provisions of this clause shall not apply to any Confidential Information that:

is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
is developed by or for the receiving party independently of the information disclosed by the disclosing party.

8.3 Each party shall keep the other party's Confidential Information secret and confidential and shall not:

use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement;
disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 8.

8.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any so, it gives the other party as much notice of the disclosure as possible.

8.5 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this are granted to the other party, or to be implied from this Agreement.
8.6 In performing its obligations under this Agreement the Subscriber shall comply with the Mandatory Policies.

9. LIMITATION OF LIABILITY

9.1 The following definitions apply in this clause 9:

liability: every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and
default: any act or omission resulting in one party incurring liability to the other.

9.2 Except as expressly and specifically provided in this Agreement:

the Subscriber assumes sole responsibility for results obtained from the use of the Software and the Documentation by the Subscriber, and for conclusions drawn from such use and results and from the Output Data and the interpretation by the Subscriber of the Output Data. Cochrane shall have no liability for any damage caused by errors or omissions in any Subscriber Data, Output Data, information, instructions or scripts provided to Cochrane by the Subscriber in connection with the Software, or any actions taken by Cochrane at the Subscriber's direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
the Software and the Documentation are provided to the Subscriber on an "as is" basis. Cochrane does not warrant that the Software and/or Data will meet the current or future needs of the Subscriber or fulfil the purpose the Subscriber intended it for.

9.3 Nothing in this Agreement excludes either Party’s liability:

for death or personal injury caused by the Cochrane's negligence; or
for fraud or fraudulent misrepresentation.

9.4 Subject to Clause 9.2 and Clause 9.3:

Cochrane shall have no liability for any:
1. loss of profits,
2. loss of business,
3. wasted expenditure,
4. depletion of goodwill and/or similar losses,
5. loss or corruption of Data or information, or
6. any special, indirect or consequential loss, costs, damages, charges or expenses; and
Each Party’s total aggregate liability to the other party shall not exceed £1000 (one thousand pounds).

9.5 Cochrane shall have no liability for interruptions to the availability to the Software caused by such third parties which are outside Cochrane’s reasonable control. Such third parties include third party vendors and partners who provide services to Cochrane in connection with the Software including but not limited to hosting infrastructure services. Cochrane’s delay or failure to perform any provisions of these Subscription Terms as a result of a Force Majeure event will not be deemed or give rise to a breach of these Subscription Terms by Cochrane.

9.6 Cochrane shall have no liability to the Subscriber for any delays, delivery failures or any other loss or damage resulting from the transfer of data over communication networks and facilities, including the internet, and the Subscriber acknowledges that the Software may be subject to limitations, delays and other problems inherent in the use of such communication facilities.

9.7 The Subscriber shall indemnify Cochrane against any losses, damages, costs (including reasonable legal fees) and expenses incurred or suffered by Cochrane as a result or in connection with the Subscriber’s Authorised Users failing to comply with the Terms of Use.

9.8 Nothing in this Agreement limits or excludes the liability of the Subscriber under the indemnities in Clause 3.1 (data protection) and 9.8( breach of Terms of Use).

10. TERM AND TERMINATION

10.1 This Agreement shall, unless otherwise terminated as provided in this Clause 10, commence on the Effective Date and shall continue for the Subscription Term unless it is otherwise terminated in accordance with the provisions of this Agreement.

10.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 21 days after being notified in writing to make such payment;
the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 (thirty) days after being notified in writing to do so;

10.3 Either Party may terminate this Agreement immediately by given written notice to the other party if a Force Majeure Event persists for three (3) months or more. If this termination is due to Cochrane being unable to deliver the access to Software due to a Force Majeure Event, the Subscriber shall be entitled to a pro-rata refund of the Subscription Fee paid for the period during which the Software were not available.

10.4 Cochrane may terminate this Agreement by given ninety (90) days’ written notice to the Subscriber if Cochrane intends to stop making the Software available to the market. If Cochrane terminates this Agreement pursuant to this clause 10.4 the Subscriber shall be entitled to a pro-rata refund of the Subscription Fee paid for the period during which the Software will be unavailable.

10.5 On termination of this Agreement for any reason all licences granted under this Agreement shall immediately terminate and the Subscribers shall immediately cease all use of the Software and/or the Documentation;
affected party.

11. CONFLICT

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this Agreement prevail.

12. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13. ENTIRE AGREEMENT

This Agreement together with the Account and Systems Terms of Use constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

14. ASSIGNMENT

The Subscriber shall not, without the prior written consent of Cochrane, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

15. THIRD PARTY RIGHTS

This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16. NOTICES

16.1 Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be sent by email to the following addresses:

Party 1: [ADDRESS].
Party 2: Cochrane, 11-13 Cavendish Square, London, W1G 0AN, United Kingdom.

17. COMPLAINTS

If the Subscriber needs to speak to Cochrane regarding their Subscription they should refer to the contact in the Order Form or, if no such contact is provided, contact support@cochrane.org

18. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

SCHEDULE 1
MANDATORY POLICIES

The Mandatory Policies are:

Data and Privacy Policy
Ethics and Anti-Bribery Policy
Cybersecurity Policy