LICENSING AGREEMENT
American College of Physicians
Product License Agreement and Limited Warranty for
MKSAP® 14 Online: Individual Use
SCROLL TO THE BOTTOM OF THE PAGE FOR ACCEPTANCE
PLEASE READ THIS ENTIRE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THIS SITE.
This Agreement is a binding legal contract between American College of Physicians, Inc. (ACP) ("we," "us," or "our") and you ("you," "your," or "User") that governs your use of the MKSAP® 14 Web site. This Agreement covers your use of all content, such as text, software, Web pages, HTML, XHTML, software code, information, images, applications, and audio (collectively, "Content") (This Site and the Content are collectively referred to herein as the "Site").
RIGHTS CONFERRED
This agreement confers to you a nonexclusive, revocable, nontransferable, nonsublicensable license to display the contents of the MKSAP® 14 Site on your computer monitor for educational purposes. User may use this Site in conjunction with medical or educational lectures or lessons and hand out printed copies of Web pages displayed during a lecture or lesson provided that User provides the following attribution to the source of the material:
© 2007 American College of Physicians, Inc. All Rights Reserved. This material was printed from MKSAP® 14 of the American College of Physicians, Inc. This application is licensed only for individual use and in accordance with terms agreed upon during initial use. For information about the product or to order, please visit: www.acponline.org/catalog/mksap/14/.
ACP retains the entire ownership of all copyrights for the Site related to MKSAP® 14. You are not allowed to duplicate or distribute any content found in the Site, except as denoted above. You are prohibited from making collective or derivative works from this Site or transferring for consideration any printed or electronic copy of any information or material from the Site.
ASSIGNMENT AND SUBLICENSING
ACP may assign this Agreement, in whole or in part, in our sole discretion. You may not assign or sublicense your rights under this Agreement without the prior written permission of ACP. Any attempt by you to assign or sublicense your rights under this Agreement without ACP's permission shall be void. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different kind.
PRINTING RIGHTS, SCREENSHOTS, AND ELECTRONIC CAPTURE
User is permitted to print out an individual Web page from the Site for use as personal reference at a later time. User may also capture and store screenshots of a Web page from the Site. User may not use a Web robot, spider, or other software to electronically cycle through the Site to facilitate printing, storing, or caching of the Web pages. User may not transfer for value any prints or electronic copies of any material from the MKSAP® 14 Site.
UPDATING AND ACCURACY OF DATA
From time to time, ACP may make modifications to the information presented on this Site. While efforts to maintain the accuracy of the information presented on this Site are made, User must recognize that the continual developments of medicine present many opportunities for error. Despite the efforts of ACP, some errors may persist. Drug dosage schedules are believed to be accurate and in accordance with current standards. Readers are advised, however, to ensure that the recommended dosages in this program concur with the information provided in the product information material. This is especially important in cases of new, infrequently used, or highly toxic drugs. The primary purpose of MKSAP® 14 is educational. Information presented, as well as publications, technologies, products, and/or services discussed, are intended to inform subscribers about the knowledge, techniques, and experiences of the contributors. A diversity of professional opinion exists, and the views of the contributors are their own and not those of the ACP. The American College of Physicians, Inc. disclaims any and all liability for damages and claims that may result from the use of information, publications, technologies, products, and/or services discussed in this program.
Should User become of aware of any inaccuracies, additional opinions, or new developments related to information disclosed in the Site, User may contact MKSAP® at the following e-mail address: smckinney@acponline.org. ACP makes no warranty or guarantee that ACP will respond to the information. Similarly, ACP makes no warranty that any information transmitted by the User will be read in a timely matter, if at all.
When transmitting a message to ACP, User warrants that the information does not contain trade secrets or copyrighted content. In the event that the use of User's information by ACP constitutes misappropriation of trade secrets or copyright infringement, User agrees to indemnify ACP for any and all damages, including legal fees.
UPDATING SITE
This agreement applies to updates, supplements, add-on components, or Internet-based services components of the Site that ACP may provide to you or make available to you after the date you obtain your initial copy of the Site, unless they are accompanied by separate terms. ACP may make design changes to the Site and add or remove content or features without notifying you.
ACP may also update the information provided on the MKSAP® Site if, in ACP's sole discretion, there are sufficient updates to warrant making updates to the Site directly. ACP may either post the updated information in a periodic update page at a "New Information" page on the MKSAP 14® Web Site or ACP may directly modify and incorporate the changes into the Site.
MODIFICATIONS TO THE LICENSE
ACP may make substantial modifications to the license without prior notice to you. At the time you use this Site, you agree and intend to be bound by the current version of the Site license that can be obtained at: http://mksap.acponline.org/license.html.
CONSENT TO USE OF DATA
You agree that ACP and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Site. ACP may use this information solely to improve our products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.
LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY
You may not reverse engineer, decompile, or disassemble the Site, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
TRADE SECRETS
You agree that aspects of the licensed materials, including the specific design and structure of the Site, constitute trade secrets and/or copyrighted material of ACP. You agree not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of ACP. You agree to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to the Site and documentation shall remain solely with the property of ACP.
USER ID AND PASSWORD
ACP requires each User to have a User ID and Password to access and use the Site. You are responsible for maintaining the strict confidentiality of your ID and Password and for any damages or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your ID and Password, your disclosure of your ID and Password, or your authorization to allow another person to access and use the Site using your ID and Password. You agree to immediately notify us if you become aware of any unauthorized use of your ID and Password or other need to deactivate an ID and Password due to security concerns.
USE OF CONTENT
ACP (or our Content Providers) owns all worldwide rights, titles, and interests in and to the Site and all intellectual property rights therein. You may create a bookmark in your browser to the home page of the Site. All rights not expressly granted in this Agreement are reserved to ACP. No other rights or licenses, whether express, implied, arising by estoppel, or otherwise, are conveyed or intended by this Agreement.
LINKS
The Site may contain links to third-party Web sites. These third-party Web sites are not under our control and we are not responsible for any linked third-party Web sites or for the content, products, and/or services they provide. YOUR USE OF LINKED THIRD-PARTY WEB SITES IS AT YOUR RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF USE FOR SUCH SITES. UNLESS EXPRESSLY STATED BY US, WE DO NOT RECOMMEND OR ENDORSE THE CONTENT, PARTICULAR PRODUCTS, SERVICES OR WEB SITES OF ANY THIRD PARTIES OR MAKE ANY DETERMINATION WHETHER ANY SUCH CONTENT, PRODUCT, SERVICE, OR WEB SITE MAY BE ACCURATE, NECESSARY, OR APPROPRIATE FOR YOU OR FOR YOUR USE IN RENDERING CARE TO PATIENTS.
PATIENT CONFIDENTIALITY
You shall not use the site to transmit, store, or receive confidential patient information ("Patient Information").
COMPLIANCE WITH LAWS; OTHER OBLIGATIONS
You are responsible for ensuring that your use of the Site complies with all laws directly or indirectly applicable to you, including, without limitation, federal or state anti-kickback laws or regulations of federal or state laws governing the submission of claims for reimbursement of medical services. None of the information provided to you through the Site is intended in any way to influence your choice of third-party service provider or your diagnoses. It is your responsibility to exercise your independent medical knowledge and judgment in providing what you consider to be best for your patients. WE ARE NOT LIABLE OR RESPONSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE SITE IN WAYS THAT DO NOT COMPLY WITH ANY LAW.
GENERAL DISCLAIMERS
THE SITE IS PROVIDED TO YOU ON AN "AS IS, WITH ALL FAULTS" BASIS, AND YOUR USE THEREOF IS AT YOUR OWN RISK. WE MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY CONTENT IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, OR (3) IS COMPLETELY SECURE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS, OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE. WHEN USING THE SITE, INFORMATION WILL BE TRANSMITTED OVER A MEDIUM THAT IS BEYOND THE CONTROL AND JURISDICTION OF ACP AND ITS SUPPLIERS. ACCORDINGLY, ACP ASSUMES NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THE SITE.
EXCLUSION OF DAMAGES
UNDER NO CIRCUMSTANCES WHATSOEVER WILL ACP BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO (1) YOUR USE OF THE SITE OR RELIANCE ON THE CONTENT, OR (2) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY ACP OR ITS CONTENT PROVIDERS. THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS OF WHETHER ACP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, YOU AND ACP AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE GREATER OF $500 OR THE FEES YOU PAID US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM. YOU AND ACP AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND ACP AND REFLECTS THE FEES, IF ANY, ACP CHARGES YOU TO USE THE SITE. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, ACP WOULD NOT PROVIDE THE SITE TO YOU.
YOUR PRIVACY
Your use of the Site is also subject to the terms and conditions of the ACP Privacy Policy. Please read it carefully to ensure that you understand and agree to how ACP collects, uses, and protects information collected about you and your use of the Site.
CHOICE OF LAW
This Agreement shall be governed by and construed in accordance with the laws of the state of Pennsylvania, without regard to conflicts of laws' provisions . This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The sole and exclusive jurisdiction for any action or proceeding arising our of this Agreement shall be Philadelphia County in the Commonwealth of Pennsylvania. This Agreement constitutes the entire agreement between you and ACP with respect to use of this Site.
TERMINATION
Your right to access and use the Site immediately terminates without further notice upon your breach of this Agreement. ACP may terminate this Agreement and your right to access and use the Site, or any part thereof, at any time, with or without cause. You may terminate this Agreement by providing ACP with written notice of your termination and ceasing to use or access the Site. The following sections of this Agreement survive the expiration or termination of this Agreement for any reason whatsoever: Intellectual Property Ownership, Medical Disclaimers, Data Disclaimer, Patient Confidentiality, Compliance with Laws, Outside the United States/Jurisdiction , General Disclaimers, Exclusion of Damages, Limitation of Liability, Entire Agreement, Termination, and Other. ACP reserves the right to discontinue or make changes to the Site at any time.
ENTIRE AGREEMENT AND SEVERABILITY
This Agreement, including our Privacy Policy, constitutes the entire agreement between you and ACP relating to the subject matter hereof and supersedes any other oral or written communications relating thereto, provided, however, that this Agreement does not supersede the Subscriber Agreement or any other agreement entered into by your Subscriber and ACP. This Agreement may not be amended or supplemented except as duly executed by the Parties in writing. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable or contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.