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Imaging Reference Center

License Agreement

TERMS AND CONDITIONS OF USE AND DISCLAIMERS
“AMIRSYS PRODUCT” MEANS THE PRODUCT IDENTIFIED ABOVE.
BY CLICKING THE "I AGREE" BUTTON DISPLAYED AS PART OF THE ONLINE ORDERING PROCESS OR TITLE REGISTRATION PROCESS OR ON THE TERM SHEET & PURCHASE ORDER FORM ("TERM SHEET"), YOU AGREE TO THE FOLLOWING LICENSE AGREEMENT TERMS AND CONDITIONS OF USE AND DISCLAIMERS (THE "AGREEMENT") GOVERNING YOUR USE OF AMIRSYS PRODUCT . IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A GROUP, IMAGING CENTER, HOSPITAL, COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY AND LEGAL POWER TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL, IN ADDITION TO YOURSELF, ALSO REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE AMIRSYS PRODUCT.
Please review the following terms and conditions as well as disclaimers ("Terms and Conditions") of this AMIRSYS PRODUCT LICENSE AGREEMENT, TERMS AND CONDITIONS OF USE AND DISCLAIMERS ("Agreement"). Amirsys, Inc. ("Amirsys") is the owner of all rights in Amirsys Product, its trademark, content, software, services and all intellectual property. Amirsys Product is an Internet-based and server-based source of information for use by health care professionals ONLY. Your use of Amirsys Product is limited in important ways. By accessing or using Amirsys Product, you agree to be bound by this Agreement. If you do not wish to be bound by this Agreement, you may not access or use Amirsys Product.
1. NOTICE. READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT AND DISCLAIMER CAREFULLY BEFORE BROWSING AND/OR USING AMIRSYS PRODUCT SOFTWARE AND THE ACCOMPANYING CONTENT AND ANY USER DOCUMENTATION (THE SOFTWARE AND CONTENT ARE REFERRED TO AS THE "SOFTWARE", THE USER DOCUMENTATION IS REFERRED TO AS THE "USER DOCUMENTATION," AND THESE ARE ALL COLLECTIVELY REFERRED TO AS " AMIRSYS PRODUCT"). AMIRSYS PRODUCT IS COPYRIGHTED AND LICENSED (NOT SOLD). WE ARE WILLING TO LICENSE AMIRSYS PRODUCT TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. BY USING AND/OR BROWSING THE SOFTWARE YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS WE ARE UNWILLING TO LICENSE AMIRSYS PRODUCT TO YOU, AND YOU SHOULD NOT USE, VIEW, SEARCH, OR BROWSE AMIRSYS PRODUCT. IN SUCH CASE, PROMPTLY DESTROY ALL USER ACCESS, CONTENT, SOFTWARE AND PASSWORD INFORMATION REGARDING AMIRSYS PRODUCT.
THIS LICENSE AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS, REPRESENTATIONS OR UNDERSTANDINGS BETWEEN THE PARTIES.
WE, "US," "OUR," AND SIMILAR PRONOUNS REFER TO AMIRSYS, INC., ITS AFFILIATES, EMPLOYEES, CONSULTANTS AND DISTRIBUTION PARTNERS AS APPROPRIATE.
2. Ownership and License. Upon all of the Terms and Conditions herein, we hereby grant to you, and you accept, a non-exclusive, non-transferable, limited use license for Amirsys Product ("License") to search and view information available through Amirsys Product, only for internal, professional diagnostic and interpretive, surgical, medical care, patient treatment, reference, research, education or training purposes. We and our licensors reserve all rights not expressly granted to you. The Software contained therein is licensed to you in browser-based form only. This is a License agreement and NOT an agreement for sale. Except as is otherwise specifically provided herein, this License permits you only to access the Software on your browser from a computer that is owned, leased, or otherwise controlled by you. This license is limited in the following additional ways:
2.1. You may not share materials that you have searched, viewed or browsed from Amirsys Product with any third party unless that party is also an authorized user subscriber of Amirsys Product or unless otherwise expressly permitted by us.
2.2. You may only use or browse material contained on Amirsys Product for the provision or conduct of professional diagnostic studies and interpretation, surgery, medical care, , patient treatment, reference, research, education or training. The following uses are prohibited: (i) reverse engineering, decompiling or modification of Amirsys Product, in whole or in part; (ii) preparation of derivative works or incorporation of Amirsys Product, in whole or in part, in any other work or system; (iii) reselling access, creating materials for courses, copying, duplication, redistribution, retransmission, publication, transfer or commercial or other exploitation of Amirsys Product, in whole or in part, where such acts are contrary to the permitted use; (iv) copying, uploading, downloading or redistributing Amirsys Product content; (v) systematic retrieval of Amirsys Product content; (vi) creating or compiling, directly or indirectly, a collection, compilation, database or directory from Amirsys Product; and (vii) use of any software scripting or robots, spiders, crawlers or other automated downloading programs or devices to continuously and/or automatically search or index any Amirsys Product content .
3. Intellectual and Proprietary Rights. Amirsys Product is protected by copyright and is the property of Amirsys, Inc. or its licensors. You are granted a limited license to use Amirsys Product. No part of Amirsys Product (including but not limited to the images, cases, text, illustrations, drawings, annotations) may be reproduced by any means (including but not limited to on other Web sites, in other products, or downloaded in bulk or otherwise), stored in a retrieval system or transmitted, in any form or media or by any means (including but not limited to electronic, mechanical, photocopying, recording or otherwise), redistributed, or sold in any form, or by any means, without the prior written permission of Amirsys. No portion of Amirsys Product shall be used in any form of commercial exploitation, including, but not limited to, commercial, print, electronic or broadcasting media, and no licensee or user shall publish as its own any binary code, source code, configuration files, user interface designs or similar software or content contained in Amirsys Product.
Amirsys Product is protected by copyright under both United States and foreign laws. Title to Amirsys Product remains with Amirsys or its licensors. Any use of Amirsys Product not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws. Amirsys Product features are subject to change without notice in the sole discretion of Amirsys. All rights not expressly granted herein are reserved to Amirsys and its licensors. If you violate any of the Agreement's provisions, your permission to use Amirsys Product automatically and immediately terminates.
No intellectual or proprietary rights are transferred to you in any content, software or services not expressly granted in this Agreement. Product names, logos or other proprietary marks of Amirsys Product are trademarks of ours or our licensors and partners. No right, title or interest in those trademarks is granted you in this Agreement. Any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to Amirsys Product becomes our intellectual property upon receipt by us.
Amirsys Product is owned by us and is protected by U.S. and international copyright laws. Except as a feature programmed into Amirsys Product by us (e.g., report generation), no printed or electronic image generated by Amirsys Product may be printed or distributed in a digital format without the prior express written approval of Amirsys. Any approved printed or electronic image generated by Amirsys Product must include the following copyright notice: "Copyright © - 2001-2012, Amirsys, Inc. All rights reserved" and any other copyright and proprietary rights notices, if any, contained in the content.
4. Use of Amirsys Product Graphic Illustration Content. All illustrations or images created, modified or commissioned by Amirsys and/or paid for (directly or indirectly) by Amirsys ("Graphic Illustrations") are protected by copyright and are the exclusive properties of Amirsys.
5. Transfer and Other Restrictions. You may not license, sublicense, sell, resell, distribute, rent, lend, share, lease, assign, transfer or otherwise commercially exploit or make available Amirsys Product to another user or any third party. You may not and you may not cause or allow others to (a) disassemble, decompile, or otherwise derive source code from the Software, (b) reverse engineer the Software, (c) modify or prepare derivative works of Amirsys Product or any portion thereof, or (d) use Amirsys Product in any manner that infringes on the intellectual property rights or other rights of another party.
6. Limited Warranty and Limitation of Liability. For a period of sixty (60) days from the date you licensed Amirsys Product from us, we warrant to you, for your benefit alone, that the media containing the Software will be free from defects that prevent you from browsing and/or using the Software on your computer. If Amirsys Product fails to conform to this warranty, you may, as your sole and exclusive remedy, obtain a replacement free of charge if you return the defective product to us with a dated proof of purchase (if any). Otherwise, Amirsys Product is licensed to you on an "AS IS" basis without any warranty of any nature.
WE DO NOT WARRANT THAT AMIRSYS PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. WE EXCLUDE AND EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES NOT STATED HEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WE SHALL NOT BE LIABLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RESULTING FROM YOUR POSSESSION OR USE OF AMIRSYS PRODUCT (INCLUDING DATA LOSS OR CORRUPTION), REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT OR OTHERWISE AND INCLUDING, BUT NOT LIMITED TO, ACTUAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, AND/OR CONSEQUENTIAL DAMAGES OR ANY LOST PROFITS OR LOST DATA. IF THE FOREGOING LIMITATION IS HELD TO BE UNENFORCEABLE, OUR MAXIMUM LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU (IF ANY) FOR AMIRSYS PRODUCT. THE REMEDIES AVAILABLE TO YOU AGAINST US AND THE LICENSORS OF MATERIALS INCLUDED IN AMIRSYS PRODUCT ARE EXCLUSIVE.
FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION IN THE LIMITATIONS OF LIABILITY ABOVE) SHALL EXCLUDE OR LIMIT AMIRSYS' LIABILITY TO CONSUMERS ARISING BY VIRTUE OF ANY CONSUMER PROTECTION LEGISLATION OR ITS LIABILITY TO ANY PERSON OR ENTITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR ANY OTHER LIABILITY TO THE EXTENT AMIRSYS CANNOT SO EXCLUDE OR LIMIT SUCH LIABILITY AS A MATTER OF LAW.
Some states do not allow the limitation or exclusion of implied warranties or liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you.
The terms of this Section 6 shall survive termination of this Agreement for any reason.
7. Government Restricted Rights and Export Control. Amirsys Product and documentation are provided with Restricted Rights. Amirsys Product may be provided to the United States federal government and its agencies with restricted rights. Use, duplication or disclosure by the government is subject to restrictions set forth in sub-paragraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.22-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or at 252.211-7015, or to Amirsys Product's standard commercial license, as applicable, and in similar clauses in the NASA FAR Supplement. The United States Convention on the International Sale of Goods and the United Nations Convention on the Formation of Contracts for the International Sale of Goods shall not be applied to this Agreement. Manufacturer is Amirsys, Inc, 2180 South 1300 East, Suite 570, Salt Lake City, UT 84106.
We provide services and use software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other nations. The user of this site acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using Amirsys Product, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.
We and our licensors make no representation that Amirsys Product is appropriate or available for use in other locations. If you use Amirsys Product from outside the United States of America you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of Amirsys Product contrary to United States law is prohibited. None of Amirsys Product, nor any information acquired through the use of Amirsys Product, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
8. Password Use and Security. By entering into this Agreement, you acknowledge that Amirsys Product is for your exclusive use only. Use or sharing of your User ID and Password by a non-registered user is prohibited. Failure to comply will result in immediate termination of your License. Notwithstanding the foregoing, you are authorized to share your password with fellow faculty in your institution, a fellow member of your medical group or fellow members of the staff of your medical facility for the sole purpose of allowing such other users to evaluate the clinical efficacy of Amirsys Product.
You are solely responsible for maintaining the confidentiality of your User ID and Password, and for all activities that occur under your User ID and Password. You agree to immediately notify Amirsys at support@amirsys.com or 801-485-6500, ext. 301 if you become aware of or have reason to believe that there is any unauthorized use of your account or any other breach of security. Amirsys is in no way liable for any claims related to the use or misuse of your User ID and Password due to the activities of any third party outside of our control or due to your failure to maintain their confidentiality and security.
If a third party, such as your employer, school or library gave you a User Name and Password under an agreement with Amirsys, such third party may reset, suspend, terminate or impose restrictions on your User Name and Password as well as view your account’s usage and profile data, including how and when your account is used.
9. Intended Use and Disclaimer. Amirsys Product is not intended for use by laypersons, and is only meant for use by those persons with adequate medical education and skills. The information in Amirsys Product is provided as a tool and reference for use by licensed medical professionals, competent healthcare professionals, students studying health sciences and no others, and it does not and should not be construed as any form of medical diagnosis or professional medical advice on any matter. Receipt or use of Amirsys Product, in whole or in part, does not constitute or create a doctor-patient, therapist-patient, medical consultant or other healthcare professional relationship between any recipient and us. Amirsys Product may not reflect the most current medical developments, and we make no claims, promises, or guarantees about accuracy, completeness, or adequacy of the information contained in or linked to Amirsys Product. Amirsys Product is not a substitute for or replacement of professional medical judgment. Amirsys and its affiliates, authors, contributors, partners, and sponsors disclaim all liability or responsibility for any injury and/or damage to persons or property in respect to actions taken or not taken based on any and all Amirsys Product information.
Amirsys Product and Amirsys are Not Engaged in the Practice of Medicine. You Should Not Substitute Information contained in Amirsys Product for independent Professional judgment and Advice.
INFORMATION, COMMUNICATIONS AND MATERIALS AVAILABLE THROUGH AMIRSYS PRODUCT ARE NOT AND SHOULD NOT BE CONSIDERED PROFESSIONAL MEDICAL ADVICE. GRANTING OF CME CREDIT BASED ON A SEARCH IN AMIRSYS PRODUCT SHOULD NOT BE VIEWED AS CONCURRENCE BY AMIRSYS PRODUCT OR AMIRSYS WITH THE MEDICAL INFORMATION OR LITERATURE CITED IN THE SEARCH OR THE CONCLUSION REACHED BY THE USER. YOU SHOULD NEVER ASSUME THAT INFORMATION ON A PARTICULAR TOPIC IS COMPLETE AND TIMELY WITH THE MOST RECENT MEDICAL INFORMATION. WHILE THE CONTENT PROVIDED THROUGH AMIRSYS PRODUCT IS UPDATED FREQUENTLY, MEDICAL INFORMATION CHANGES RAPIDLY AND CONSEQUENTLY SOME INFORMATION ON AMIRSYS PRODUCT MAY BE OUT OF DATE. YOU THEREFORE SHOULD NOT SUBSTITUTE OR SOLELY RELY UPON INFORMATION CONTAINED ON AMIRSYS PRODUCT FOR CONSULTATION WITH OTHER QUALIFIED HEALTH CARE PROFESSIONALS; NOR SHOULD YOU RELY SOLELY ON INFORMATION CONTAINED ON AMIRSYS PRODUCT IN RENDERING A DIAGNOSIS OR CHOOSING A COURSE OF TREATMENT FOR A PARTICULAR INDIVIDUAL. YOU MUST RELY ON YOUR CLINICAL DISCRETION, JUDGMENT AND EXPERTISE IN DIAGNOSIS AND TREATMENT.
In the cases where drugs or other chemicals are prescribed, users are advised to check the product information currently provided by the manufacturer of each drug to be administered to verify the recommended dose, the method and duration of administration, and contraindications. It is the responsibility of the treating physician relying on experience and knowledge of the patient to determine dosages and the best treatment for the patient.
Use of Amirsys Product is designed to promote the education of and dissemination of diagnostic information among medical professionals. Amirsys expressly disclaims any and all responsibility for any consequences related, directly or indirectly, to any use, misuse or interpretation of Amirsys Product or any other information provided or omitted in connection therewith and you agree to indemnify, defend and hold harmless Amirsys Product and Amirsys therefrom. We shall not be deemed to be engaged in the corporate practice of medicine as a consequence of providing Amirsys Product or any of its other services.
To the maximum extent permitted by applicable law, Amirsys provides the Product "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, OR ACCURACY OR COMPLETENESS OF RESPONSES, OR RESULTS, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CONFORMANCE TO DESCRIPTION OR NON-INFRINGEMENT, WITH REGARD TO AMIRSYS PRODUCT. THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF AMIRSYS PRODUCT REMAINS WITH YOU. ALTHOUGH DUE CARE IS USED IN PREPARING AMIRSYS PRODUCT, AMIRSYS DISCLAIMS ANY WARRANTY THAT AMIRSYS PRODUCT OR OTHER AMIRSYS PRODUCTS AND AMIRSYS SERVICES WILL BE AVAILABLE AT ALL TIMES OR THAT AMIRSYS PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT THE CONTENT IS ACCURATE OR WILL OPERATE WITHOUT INTERRUPTION OR ERROR. AMIRSYS PRODUCT AND ITS INFORMATION PROVIDERS MAKE NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE SERVICES OR INFORMATION CONTAINED ON AMIRSYS PRODUCT OR OTHER OF OUR SERVICES. NO AMIRSYS EMPLOYEE OR AGENT IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS THE WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT.
AMIRSYS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY DAMAGES YOU MAY SUFFER OR CAUSE THROUGH YOUR USE OF AMIRSYS PRODUCT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND ANY SUCH ASSISTANCE RECEIVED FROM AMIRSYS EMPLOYEES OR AGENTS WILL BE SOLELY AT YOUR RISK.
EXCEPT AS OTHERWISE PROVIDED UNDER THIS AGREEMENT, AMIRSYS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF PROFITS, LOSS OF USE OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE AMIRSYS PRODUCT OR OTHER OF OUR SERVICES, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, EVEN IF THEY ARE AWARE OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL AMIRSYS, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, INFORMATION PROVIDERS AND LICENSORS LIABILITY TO YOU EXCEED $US 1,000.00.
THE LIMITATIONS STATED IN THIS SECTION SHALL APPLY WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED IN CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE GROUNDS.
Amirsys disclaims all warranties of any kind if Amirsys Product was customized, repackaged or altered in any way by any third party.
10. Updates, Maintenance and Support. During the term of this Agreement, we may furnish, at our sole discretion, updates to Amirsys Product ("Updates"). Such Updates are additions and changes that we elect to make generally available to users without payment of additional fees or charges during the License Term (as defined below) and may include minor enhancements and/or revisions to correct known problems. Appropriate documentation will be included for such Updates. Such Updates shall be considered to be part of Amirsys Product. All Updates provided to you pursuant to the terms of this Agreement shall be subject to the terms and conditions of the Agreement. Unless otherwise specifically elected by Amirsys to make generally available as part of an Update, Updates do not include: (a) platform extensions including product extensions to (i) different hardware platforms; (ii) different windowing system platforms; (iii) different operating system platforms; (iv) different browser platforms; and (b) major new product and content developments . Updates will be provided in machine-readable format. Installation of Updates is your sole responsibility.
During the term of this Agreement, we agree to provide maintenance and support services for Amirsys Product operating at authorized user site(s) and with approved hardware configurations ("Maintenance Services"). The Support Center operates during business hours, 8:00 a.m. to 5:00 p.m. (Mountain Time), Monday through Friday, excluding legal holidays. Maintenance Services and technical support are available to all users via email at support@amirsys.com. Excluding eBookAdvantage, we will make available to you a telephone number (the "Support Center HOTLINE") for you to call requesting Maintenance Services as needed for Amirsys Product.
We assume no responsibility for the correctness of, performance of, or any resulting incompatibilities with, current or future releases of Amirsys Product if you have made changes to the system hardware/software configuration or modifications to any supplied source code which changes effect the performance of Amirsys Product and were made without prior notification to and written approval by us. We assume no responsibility for the operation or performance of any user-written or third party applied.
Maintenance Services and Technical Support do not include hardware vendor operating systems and other system software, user-developed software, and third-party software (except any third party software embedded in Amirsys Product).
Maintenance Services also do not include any of the following: (1) custom programming services; (2) on-site support, including installation of hardware or software; (3) support of any software not included in Amirsys Product; (4) live training sessions; (5) other user expenses, including hardware and related supplies; or (6) any other activity not explicitly stated above as covered.
11. Charges and Payment of Fees (Not applicable to eBookAdvantage). All sales are final. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the amount as specified on the Term Sheet (which is incorporated by reference herein). Payments may be made annually, monthly, or quarterly, consistent with the Term Sheet, or as otherwise mutually agreed upon. You are responsible for paying for all user licenses ordered for the entire License Term, whether or not such user licenses are actively used. You must provide us with valid credit card or approved purchase order information as a condition to signing up for Amirsys Product. An authorized License Administrator may add licenses by executing an additional Order Form or otherwise amending the Term Sheet if applicable. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added during a billing month will be charged in full for that billing month. We reserve the right to modify our fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. Any such fee or charge modifications will be effective after the conclusion of your License Term. All pricing terms are confidential and you agree not to disclose them to any third party (including but not limited to group purchasing organizations) unless required by law. Notwithstanding the foregoing, if You are a Test Drive or Amirsys Author Licensee then this Section 11 is not applicable.
12. Billing and Renewal (Not applicable to eBookAdvantage). We charge and collect in advance for use of Amirsys Product. We will automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, (d) upon the conclusion of the period for multiyear licenses or (e) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total user seats times the license fee in effect during the prior term, unless we have given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services (if any) will be charged on an as-quoted basis. Our fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, shipping costs and you shall be responsible for payment of all such taxes, levies, shipping costs or duties, excluding only United States (federal or state) taxes based solely on our income.
You agree to provide us with complete and accurate billing and contact information. This information includes your name, group/institution name, street address, email address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is erroneous, we reserve the right to terminate your access to Amirsys Product in addition to any other legal remedies.
Unless we in our sole discretion determine otherwise: (i) groups/institutions with the majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers"); and (ii) all other entities will be billed in U.S. dollars, Euros, Japanese Yen or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at our discretion ("Non-U.S. Customers").
If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. Notwithstanding the foregoing, if You are a Test Drive or Amirsys Author Licensee then this Section 12 is not applicable.
13. Non-Payment and Suspension (Not applicable to eBookAdvantage). In addition to any other rights granted to us herein, we reserve the right to suspend or terminate this Agreement and your access to Amirsys Product if your account becomes delinquent (falls into arrears). We reserve the right to continue suspension of this Agreement until we have received your payment in full. You will continue to be charged for seat license(s) during any period of suspension. If you or we initiate termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that we may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
We reserve the right to impose a reconnection fee in the event you are suspended and thereafter request access to Amirsys Product. You agree and acknowledge that we have no obligation to reconnect you if your account is 30 days or more delinquent. Notwithstanding the foregoing, if You are a Test Drive or Amirsys Author Licensee then this Section 13 is not applicable.
14. Permissions, Restrictions and Rights. In exercising the rights and limitations granted to you under this Agreement, you agree to the following:
14.1. Be responsible for installation, costs and maintenance of a communications link and equipment;
14.2. Not to uniquely or systematically download or print out content or other materials from Amirsys Product;
14.3. If requested by us, designate in writing a staff member to be "System Administrator" (project manager) for the purpose of resolving implementation and support questions, such person to be available to Amirsys on a routine and expedited basis when necessary (Not applicable to eBookAdvantage);
14.4. Pay your subscription fee when and as it is due (Not applicable to eBookAdvantage);
14.5. Not to use Amirsys Product to spam, threaten, harass, stalk, abuse or otherwise violate another's legal rights;
14.6. Take reasonable steps to prevent disclosure of your user identification, password and other confidential information relating to your use of Amirsys Product or other Amirsys products and Amirsys services to other parties, and to promptly notify Amirsys of any disclosure of such information to other parties. You will not be responsible for charges against any identification password(s) that are lost or stolen; provided that Amirsys has received prompt notice to such effect;
14.7. If we have authorized you to post or provide any information to Amirsys Product, not to delete or change any material posted or provided by anyone other than yourself;
14.8. Be responsible for communication costs incurred by you when connecting to Amirsys Product with a valid password;
14.9. Not to link to or frame or mirror all or part of Amirsys Product without our written permission;
14.10. Comply with all notices posted on Amirsys Product or other Amirsys products and Amirsys services limiting the use, reproduction, or dissemination of certain communications and materials available on Amirsys Product or other Amirsys products or Amirsys services;
14.11. Not to intentionally or systematically upload files or data that contain a virus, worm, Trojan horse or other harmful code, files, scripts, agents, programs or corrupted data;
14.12. If we have authorized you to post or provide any information to Amirsys Product, permit authorized users of Amirsys Product or other Amirsys products or Amirsys services the right to retrieve and view any content you post or provide to any public area provided by Amirsys Product (if any);
14.13. Not to interfere with or disrupt the availability or integrity or performance of Amirsys Product or data in Amirsys Product;
14.14. To access the Amirsys Product content only via the IP address provided to you and not to attempt to gain or assist others to gain unauthorized access to Amirsys Product (Not applicable to eBookAdvantage);
14.15. Not to transmit or provide any data from Amirsys Product to a third party unless such transmission (e.g., report supplement generated by Amirsys Product) is authorized by us;
14.16. Use best efforts to ensure that you comply with the terms and conditions of this Agreement and any and all user guidelines or restrictions provided by us, from time to time;
14.17. Not to Change or delete any proprietary notices from materials from Amirsys Product;
14.18. Not to post or provide any content, information, or data to Amirsys Product that violates any proprietary or privacy right of a third party or is in any way tortuous, inaccurate, libelous, defamatory, indecent, obscene, or pornographic;
14.19. Not to post or provide any false, misleading, or inaccurate information to Amirsys Product or Amirsys;
14.20. Not to intercept or attempt to intercept email or other private communications not intended for you;
14.21. Not to use Amirsys Product or other Amirsys products or Amirsys services in a manner contrary to any applicable law; and
14.22. Not to use, distribute, display or reproduce (or convey information to or assist anyone else in using, distributing, displaying or reproducing) any text, images, information, features, designs or layouts accessible on Amirsys Product for any purpose that would be competitive with Amirsys Product and/or Amirsys, Inc.
15. Information Monitoring and Use. If Amirsys has authorized you to post or provide any information to Amirsys Product, we reserve the right to review or monitor communications and materials posted or provided by you to ensure that you are in compliance with this Agreement and applicable law, in response to any complaints, or for any other purpose we, in our discretion, deem necessary. We may, in our discretion, remove communications and materials posted or uploaded by you at any time without notice.
Amirsys will not disclose personally identifiable information about you to other parties without your permission except as required by law, and further except as necessary to accommodate the awarding of CME credits.
You agree that we may share with other parties aggregate information gathered during your use of Amirsys Product, other Amirsys services or the Internet. "Aggregate Information" is information that describes the habits, usage patterns or demographics of users of Amirsys Product, other Amirsys services or the Internet as a group without indicating the identity of particular users. You also agree that we may share with other parties such individual information about you gathered during your use of Amirsys Product that does not allow the other party to personally identify you.
You also agree that we may gather, process and use your name, email address, physical address, or other data so as to enable the Amirsys recipient of your communications to personally identify you. This information will only be disclosed to third parties if you purchase services or products from third parties through us, request a third party to provide you with access to certain information and services transmitted electronically, or access Amirsys Product from a third party independent Internet access provider ("IAP"). Finally, we and your IAP may use this information as necessary to enforce the terms or conditions of this Agreement.
16. Access and Links. YOU ARE RESPONSIBLE FOR (1) MAINTAINING ANY EQUIPMENT USED BY YOU TO ACCESS AND USE AMIRSYS PRODUCT AND OTHER AMIRSYS PRODUCTS AND AMIRSYS SERVICES, (2) ENSURING THE ACCURACY OF DATA INPUT AND OUTPUT, AND (3) MAINTAINING A MEANS EXTERNAL TO AMIRSYS PRODUCT FOR THE RECONSTRUCTION OF ANY LOST DATA. Amirsys Product may contain links to Web sites operated by third parties, and other Web sites may provide links to Amirsys Product or Amirsys. Such links are provided for your convenience only. We do not control these other Web sites and assume no liability or responsibility for them, including any content or services provided to you by such site. You should not consider any link to or from a third party Web site as an endorsement of any such Web site by us unless we expressly state so. OUR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
17. Term and Termination. This Agreement commences on the Effective Date as provided in the Term Sheet. The Initial Term will be as you elect in the Term Sheet or as otherwise mutually agreed upon ("License Term"). This License and your right to use Amirsys Product automatically terminate if you fail to comply with any provisions of this Agreement, destroy the Internet link to Amirsys Product, remove Amirsys Product from your server or otherwise voluntarily terminate this License. Upon termination you must immediately remove from your computer any Internet links to Amirsys Product, remove any Amirsys Product software, content, data and documentation from your server or other computer and you will return to Amirsys or destroy all related documentation, IP Addresses, Passwords and any and all authorized copies thereof. Upon the expiration of the then-current License Term, either party may terminate this Agreement or reduce the number of seats by notifying the other party in writing at least five (5) business days prior to the termination date of the current term.
Any breach of your payment obligations or unauthorized use of Amirsys Product will be deemed a material breach of this Agreement (Not applicable to eBookAdvantage). We, in our sole discretion, may terminate your License, access, server access, password, account or use of Amirsys Product if you breach or otherwise fail to comply with this Agreement.
18. Notices. We may give notice by means of a general notice on Amirsys Product, electronic mail to your email address on record in our account information, or by written communication sent by first class mail or pre-paid post to your address of record in our account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to us (such notice shall be deemed given when received by us) at any time by any of the following: letter sent by confirmed facsimile to us at the following fax number: (801) 485-6501; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us at the following addresses:
Amirsys, Inc.
2180 South 1300 East, Suite 570
Salt Lake City, UT 84106
Attn: President
19. Assignment; Change in Control. This Agreement may not be assigned by you without our prior written approval but may be assigned without your consent by us to (i) our parent or subsidiary, (ii) an acquirer of our assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of ours directly or indirectly owning or controlling 50% or more of you shall entitle us, at our sole election, to terminate this Agreement for cause immediately upon written notice (Not applicable to eBookAdvantage).
20. Confidentiality (Not applicable to eBookAdvantage). "Confidential Information" shall mean the terms and conditions this Agreement and Term Sheet, including but not limited to any and all pricing information, and all information a party discloses to the other that has been either (i) characterized in writing as confidential at the time of its disclosure or (ii) orally characterized as confidential at the time of disclosure, except for information which the receiving party can demonstrate: (a) is previously rightfully known to the receiving party without restriction on disclosure; (b) is or becomes, from no act or failure to act on the part of the receiving party, generally known in the relevant industry or public domain; (c) is disclosed to the receiving party by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by the receiving party without access to the Confidential Information. Each receiving party shall at all times, both during the term hereof and for a period of at least 3 years after termination, keep in confidence all such Confidential Information using a standard of care such party uses with its own information of this nature, but in no event less than reasonable care. The receiving party shall not use any Confidential Information other than in the course of its permitted activities hereunder. Without the prior written consent of the disclosing party, the receiving party shall not disclose any Confidential Information except on a "need to know" basis to an employee or contractor under binding obligations or confidentiality substantially similar to those set forth herein. If a receiving party is legally compelled to disclose any of the disclosing party's Confidential Information, then, prior to such disclosure, the receiving party will (i) assert the privileged and confidential nature of the Confidential Information and (ii) cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, the receiving party shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.
21. Attorneys' Fees. If a legal action has not been filed and if either Amirsys or You are in default or violation under the Agreement and if it becomes necessary for Amirsys or You to place the Agreement in the hands of an attorney to enforce the rights and remedies under the Agreement, then the prevailing party may recover reasonable attorneys' fees from the non-prevailing party. If any dispute arises between the parties with respect to the matters covered by this Agreement which leads to any legal, equitable or administrative action or proceeding to resolve the dispute, the prevailing party shall be entitled to receive its reasonable attorneys' fees of its in-house and outside attorneys, costs of investigation, expert witness fees (including but not limited to expert fees for investigation, research, reporting and/or testimony), and out of pocket costs incurred including any reasonable attorneys' fees and costs that the prevailing party incurred prior to commencing the proceeding, in addition to any other relief it may be awarded. The "prevailing party" shall be the party who recovers the greater relief, even though not all relief originally sought may have been obtained.
22. Injunctive Relief. Any actual or threatened unauthorized access to, use or disclosure of Amirsys Product software and content and any breach of the terms of Sections 2, 3, 4, 5, 8, 9, 14, 16, and 20 of this Agreement in violation of the terms and conditions of this Agreement will cause irreparable and continuing harm to AMIRSYS, which harm cannot be adequately remedied by money damages or other remedy at law. You acknowledge that, to prevent such harm to AMIRSYS, AMIRSYS shall be entitled to temporary, preliminary and permanent injunctive relief to prevent unauthorized access to, and use or disclosure of, Amirsys Product software and content as well as any other relief that may be appropriate. You acknowledge that the terms and restrictions of this Agreement are reasonable and necessary to protect Amirsys Product software and content and legitimate business interests. You knowingly and intentionally waive any claim or defense that irreparable harm will not occur to AMIRSYS because of Your actual or threatened breach of this Agreement, and You shall not assert such a claim or defense in any action where AMIRSYS seeks to enforce this Agreement. You agree to disgorge to AMIRSYS Amirsys Product software and content immediately upon AMIRSYS' demand, all money You receive in connection with any act that violates any term of this Agreement. Injunctive relief shall be in addition to any other rights or remedies available to AMIRSYS.
23. Miscellaneous Provisions. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Utah unless specified otherwise on the Term Sheet, and the parties will submit to and will not oppose venue in a Utah state or federal court. This Agreement and the Term Sheet are the entire agreement between the parties relating to the use of Amirsys Product by you, and supersedes any purchase order discussions, communications, advertising or other representations concerning Amirsys Product. No change or modification of this Agreement will be valid unless it is in writing and is signed by the parties. No joint venture, partnership, employment or agency relationship exists between you and us as a result of this Agreement or your use of Amirsys Product or other Amirsys products or services. We will not be liable for any delay, failure in performance or interruption of service due to any unforeseen circumstances or circumstances beyond our control, including, without limitation, war, strikes, civil disturbances and Acts of God. The License fee paid by you is paid in consideration of the License granted under this Agreement. Should any court or tribunal of competent jurisdiction declare any term of this Agreement void or unenforceable, such declaration shall have no effect on the remaining terms hereof. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to the subsequent enforcement of rights or subsequent actions in the event of future breaches. You must be at least 18 years of age and possess the legal capacity to enter into this Agreement. You agree to be solely responsible for your use of the services provided by Amirsys Product.
I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING AMIRSYS PRODUCT LICENSE AGREEMENT TERMS AND CONDITIONS OF USE AND AGREE THAT MY USE OF AMIRSYS PRODUCT IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AMIRSYS PRODUCT LICENSE AGREEMENT.
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