End User License Agreement
IMPORTANT READ CAREFULLY: This End User License Agreement (the "Agreement") is a legal agreement between you and ("Company"). By downloading or otherwise using the Licensed Product from USMedData.com (the "Website"), you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, then you should not download the Licensed Product.
You should treat the Licensed Product like a reasonably prudent person or entity would treat copyrighted material. You shall not copy or use the Licensed Product except as is otherwise expressly permitted below.
Either of us may be referred to individually as a "Party" or collectively as the "Parties". Company and the Website may be referenced together as "we" or "us."
BEFORE YOU CLICK ON THE "I ACCEPT", "OK", OR "YES" BUTTON, PLEASE CAREFULLY READ THE TERMS OF THE AGREEMENT SET FORTH HEREUNDER. BY CLICKING ON THE "I ACCEPT", "OK", OR "YES" BUTTON, YOU ARE BOUND BY AND HAVE BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN PLEASE DO NOT CLICK THE "I ACCEPT", "OK", OR "YES" BUTTON.
1. Licensed Product
We regularly receive, synchronize, organize, and arrange publicly available data on physicians and medical practices into a database ("Database"), which we make available to the public as a downloadable digital product. For the purposes of this Agreement, the Licensed Product constitutes the portion of the synchronized, organized, and arranged data which you have selected to download, which will be provided to you in the comma-separated values ("CSV") format.
2. Intellectual Property in the Licensed Product
You acknowledge that no title to the intellectual property in the Licensed Product is transferred to you from us under this Agreement. You further acknowledge that we shall remain the exclusive owner of all right, title, and interest in and to the Licensed Product. You agree not to remove any trademark, copyright, or other proprietary notices on or in any portion of the Licensed Product as delivered and you agree to reproduce all notices on and in all authorized copies of the data in the Licensed Product.
We grant to you a non-exclusive, nontransferable license solely for your internal business purposes to (a) access electronically and download the Licensed Product, and (b) use and display the Licensed Product an unlimited number of times by an unlimited number of Authorized Users; For the avoidance of doubt, "Authorized Users" shall be defined as you and your employees and independent contractors.
Your rights in the Licensed Product shall be limited to those expressly granted in this Agreement. Any use which exceeds the scope of this license grant shall be deemed to constitute a material breach of this Agreement.
You shall not distribute, share, rent, resell, lease, sublicense or otherwise disclose or transfer all or any part of the Licensed Product to any third party. You are expressly prohibited from publishing or incorporating the Licensed Product into any Internet website, directory, or other public forum.
The Licensed Product contains publicly available data gathered by various government agencies, which is not protectable under U.S. intellectual property laws. However, both the Database containing the Licensed Product and elements of the Licensed Product itself are protected by U. S. Copyright Law.
Any failure to abide by the restrictions set forth in this Section shall expressly constitute a material breach of this Agreement.
5. Term; Termination
This Agreement commences as of the Effective Date and remains in effect perpetually unless otherwise terminated as set forth in this Section ("Term").
This Agreement will automatically terminate upon notice in the event you breach any term or condition of this Agreement. You understand that exceeding the scope of the license shall expressly constitute a material breach of this Agreement. Upon any material breach, your license shall cease and terminate, and you shall have no further right to use or display the Licensed Product. The following terms and conditions shall survive any termination of this Agreement: Sections 2, 5, and 10-15.
You agree to pay our up-front license fee, which will be calculated in accordance with our standard price list and based upon the data that you select to download from the U.S.MedData.com website. Your license fee shall be due and payable upon your acceptance of this Agreement. All sales are final. There will be no refunds issued for any reason.
In the event of any chargeback following your purchase, you agree that we may submit the amount of your unpaid license fee to our collections agency for credit reporting and that you will be solely responsible for all collection costs, including reasonable attorney's fees.
7. Data Updates
Our standard end user license agreement does not include access to monthly data updates to the Licensed Product or to any other upgrades or improvements ("Updates"). However, you may access the Updates through the purchase of a separate, one-year service contract ("Service Contract"). By agreeing to this Agreement, we authorize you to receive a complimentary, one year Service Contract. Your use of any data that you receive via any of the Updates shall by governed by the terms and conditions of this End User License Agreement. To the extent, after the first year, you choose to renew the Service Contract for additional periods, each an ("Extension Period"), if such option is made available by the Company, and you pay the price set by the Company for such extension of the Service Contract then you will continue to have updates to the Licensed Product for the Extension Period and your use Licensed Product and any Updates received shall be governed by the terms and conditions of this End User License Agreement.
8. Limited Warranty; Remedies
We warrant that the Licensed Product will be free from physical defects. If for any reason your Licensed Product is not free from physical defects, then you should notify us of this issue as soon as possible. Our entire liability and your sole and exclusive remedy shall be to use reasonable commercial measures at our expense to correct the physical defect, replace the Licensed Product, or provide a workaround.
9. Disclaimer of Other Warranties
The Licensed Product is provided on an "as is" basis. Your use of the Licensed Product and reliance on any of the data contained therein is at your own risk. WE CAN MAKE NO WARRANTY THAT YOUR USE OF THE LICENSED PRODUCT OR ACCESS TO ANY SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, BUG-FREE, ERROR-FREE, VIRUS-FREE, FREE OF DEFECTS, FREE OF TECHNICAL PROBLEMS, THAT THEY WILL MEET ALL OF YOUR NEEDS, NOR THAT THE DATA WILL BE UP-TO-DATE, ACCURATE, COMPLETE, OR OF ANY PARTICULAR QUALITY. WE, HOWEVER, WILL USE REASONABLE CARE TO PROVIDE UNINTERRUPTED, BUG-FREE, ERROR-FREE, ACCURATE AND COMPLETE SERVICES, AND, WITH THE EXCEPTION OF THE LIMITED WARRANTY SET FORTH IN SECTION 8 ABOVE, WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES, OR REPRESENTATIONS WITH RESPECT TO THE LICENSED PRODUCT, THE SERVICES, AND THE DATA, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WE DO NOT WARRANT THAT ALL ERRORS, BUGS, OR DEFECTS CAN OR WILL BE CORRECTED OR THAT THE LICENSED PRODUCT OR SERVICES WILL BE PERFORMED ON A BUG-FREE, ERROR-FREE, CONTINUOUS OR UNINTERRUPTED BASIS. YOU ASSUME ALL RISK OF LOSS OR DAMAGE TO YOUR COMPUTER EQUIPMENT.
You agree to indemnify, defend, and hold harmless Company, Website and our members, managers, officers, employees, independent contractors, agents, representatives, and affiliates from and against any and all claims, losses, damages, liabilities, and expenses (including without limitation reasonable fees for attorneys and experts) arising out of a claim that (a) if true, would constitute a breach of any representations or agreements made by you hereunder; (b) arises out of any negligence or act of willful misconduct by you; (c) is based on any third party claim that arises out of this Agreement; or (d) is based on any allegation or claim that your use of the data provided hereunder violated any applicable state or federal law, regulation, or guideline.
11. Release of Claims
To the maximum extent permitted by applicable law, you hereby release and waive all claims, damages (actual or consequential), costs, and expenses (including litigation costs and attorneys' fees) against Company, Website, and our members, managers, officers, employees, independent contractors, representatives and agents of every kind and nature arising from or related in any way to USMedData.com. If applicable, you waive your rights under California Civil Code Section 1542, which states "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true, and accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights which you may have had under any state or federal law to the fullest extent permitted by law.
12. Limitation of Liability; Consequential Damages
Notwithstanding anything to the contrary, our liability under this Agreement shall be limited to the total amount of the license fee paid pursuant to this Agreement. In no event shall we be liable for any incidental, consequential, indirect, special, or punitive damages, or lost profits, arising out of, or related to, this Agreement, even if we have been advised of the possibility thereof, and regardless of whether the claim is based on contract, tort, or another theory or cause of action.
13. Compliance with Applicable Laws
You are solely responsible for complying with all applicable state and federal laws, regulations, and guidelines, which govern your use of the data that you access through USMedData.com, including but not limited to the Fair Credit Reporting Act and the Telephone Consumer Protection Act, which prohibit the transmission of unsolicited advertisements to facsimile machines. You warrant and represent that your use of the data accessed through USMedData.com will fully comply with all applicable state and federal laws, regulations, and guidelines.
Our relationship will be that of third party contractors, and neither of us will have the right power, or authority to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other. You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. You agree that we may assign this Agreement without prior notice in the event of a merger, acquisition, or sale of all or part of our business. No waiver of any breach of the terms of this Agreement, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. If any provision of this Agreement is held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining provisions shall not be affected by such holding. The meaning of that provision will be construed to the extent feasible, to render the provision unenforceable. If no feasible interpretation will save such provision, it is to be severed from the remainder of the terms of this Agreement, which are to remain in full force and effect. This Agreement contains the entire understanding of the Parties with respect to the subject matter contained herein, and shall supersede all prior agreements and understandings, whether written or oral.
15. Governing Law; Dispute Resolution
This Agreement is governed by the laws of the State of Pennsylvania, without regard to conflicts of law principles. All disputes arising under this Agreement shall be submitted to binding arbitration in Pennsylvania under the Commercial Rules of the American Arbitration Association by one arbitrator mutually agreed upon both you and us in accordance with the aforementioned Rules. Costs of the arbitration, including administrative and arbitrators' fees, shall be shared equally by each of us. The arbitration award shall be final and each of us shall comply in good faith to the entry of the arbitrator's award in any court having jurisdiction. If judicial enforcement or review of the arbitrator's decision is sought, the prevailing one of us shall be entitled to costs and reasonable attorneys' fees. For the avoidance of doubt, all claims you bring against us must be resolved in accordance with this Section. All claims filed or brought against us contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, you agree that we may recover attorneys' fees and costs for the improperly filed claim provided that we have notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.
Should you have any questions about this Agreement, of if you if you need to contact us for any reason, all communications should be directed to firstname.lastname@example.org.