Subscription and License Agreement
By clicking the acceptance button, you agree to become bound by the terms of this Subscription and License Agreement (this "Agreement"). If you do not agree to these terms, you must discontinue use or hit "decline." READ THE FOLLOWING USE CONDITIONS AND DISCLAIMERS IN THIS AGREEMENT CAREFULLY BEFORE INDICATING YOUR ACCEPTANCE.
DISCLAIMER: YOU SHOULD OBTAIN PROFESSIONAL ADVICE: The UpToDate database and software (the "Licensed Materials") have been written for trained healthcare professionals and assume specialized knowledge by users. The information provided in the Licensed Materials is no substitute for medical advice, diagnosis, or treatment by a healthcare provider based on individual patient assessment, including the healthcare provider's examination of each patient and consideration of laboratory data and other factors unique to the patient. The Licensed Materials may be accessed and used use (only as expressly permitted hereunder) as a reference to enhance your understanding of your healthcare provider's diagnosis and treatment advice, bearing in mind that individual and unique circumstances may lead your healthcare provider to reach decisions not presented in the Licensed Materials. Also, standards and practices in medicine change constantly as new data become available and your healthcare provider should consult a variety of sources of information. For example, the product information sheet accompanying each drug should be checked to verify conditions of use and identify any changes in dosage schedule or contraindications, particularly if the agent to be administered is new, infrequently used or has a narrow therapeutic range. Only the most current release of UpToDate should be consulted when information is sought. New updates are issued periodically; do not rely on older versions. Nothing contained in the Licensed Materials is intended to advocate or recommend the purchase or selection of any product or service.
LICENSE: UpToDate, Inc. ("UpToDate"), in consideration of the subscription fee paid by you, will grant you a non-exclusive, non-transferable limited license and right to access and use (only as expressly permitted hereunder) the Licensed Materials on a single computer (i.e., within a single CPU) at a time at a single location (i.e., at a single operating position and not networked) if you agree to the terms of this Agreement as follows:
OWNERSHIP: The Licensed Materials are the sole and exclusive property of UpToDate (or its parents, subsidiaries, affiliates, or designees) or its suppliers. By indicating that you accept these terms, you do not become the owner of the Licensed Materials, but are entitled to use them according to the terms of this Agreement.
SUBSCRIPTION TERM: You have obtained the right to use and access the Licensed Materials for a specific limited period of time, i.e., the subscription period, as determined by your enrollment form. At the end of this period, your license and your associated rights, such as technical support, will expire automatically, unless you have renewed your subscription on UpToDate's then-current terms. The Agreement and your license to use the Licensed Materials will also terminate if you fail to comply with any term or condition in this Agreement. UpToDate's limitations of liability and disclaimers as well as the provisions of the section titled "General" shall survive expiration or termination of this Agreement.
PERMITTED USES AND PROHIBITIONS: The intellectual property, including without limitation any and all rights under copyright, in the Licensed Materials is owned by UpToDate. Copying of the Licensed Materials or any part thereof, inclusion in other software or content, reverse engineering, or modifications are expressly forbidden. No part of the Licensed Materials may be copied for resale or other commercial use, or posted on public bulletin boards, web sites, Internet domains, or online chatrooms. However, you may print out individual articles containing only insubstantial portions of the Licensed Materials from the most current version of the database and only for your personal reference (which may include communication of information to patients under your direct supervision, provided that you shall remain solely responsible for any and all use of such information) if you include a source reference to UpToDate and its copyright notice. UpToDate reserves the right in its sole discretion to change and or cancel an individual's user name and password without notice in the event of concurrent logins at different computers, excessive search quantities or excessive download traffic volumes. UpToDate reserves the right in its sole discretion to limit, suspend and or cancel individual\'s access to the Internet service without notice in the event of multiple concurrent logins, excessive search quantities or download traffic volumes.
RESTRICTION AGAINST TRANSFER: You may not sublicense, assign, share, sell, rent, lease, or otherwise transfer your right to access or use the Licensed Materials.
NO WARRANTY: NEITHER UPTODATE NOR ANY OTHER PARTY OR MEDICAL SOCIETY MAKES ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, WITH RESPECT TO THE LICENSED MATERIALS, WHICH ARE LICENSED "AS IS". ALL WARRANTIES ARE EXPRESSLY EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE. ANY STATEMENTS OR REPRESENTATIONS MADE BY ANY OTHER PERSON OR ENTITY ARE VOID. YOU ASSUME ALL RISK AS TO THE QUALITY, FUNCTION, PERFORMANCE, AND ACCURACY OF THE LICENSED MATERIALS. LIMITATION OF LIABILITY. IN NO EVENT WILL UPTODATE OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, PROMOTION OR MARKETING OF THE LICENSED MATERIALS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA OR PROFITS, OR FOR INABILITY TO USE THE LICENSED MATERIALS, WHETHER SUCH DAMAGES ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF UPTODATE OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL UPTODATE OR SUCH OTHER PARTY'S LIABILITY FOR ANY DAMAGES OR LOSS TO YOU OR ANY OTHER PARTY EXCEED THE LICENSE FEE YOU PAID FOR THE LICENSED MATERIALS.
Some jurisdictions do not allow limitations on how long an implied warranty lasts and some jurisdictions do not allow the exclusion or limitation of special, indirect, incidental, exemplary, or consequential damages, or the limitation of liability to specified amounts, so the above limitation and exclusion may not apply to you if prohibited by applicable law. You may also have other rights which vary from jurisdiction to jurisdiction. You agree that this Agreement shall not be subject to the United Nations Convention on Contracts for the International Sale of Goods.
GENERAL: If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, it shall be deemed omitted and the remaining provisions shall continue in full force and effect. This Agreement may be modified only in writing authorized by UpToDate. UpToDate's waiver of any right shall not constitute a waiver of that or any other right in the future. This Agreement shall be governed by and construed in accordance with the laws and exclusively in the state and federal courts of the Commonwealth of Massachusetts, USA. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements, representations, statements, and undertakings, oral or written, are hereby expressly superseded and canceled. Should you have any questions regarding this Agreement, you may contact UpToDate at the email address or telephone numbers set forth below.
Telephone: 1-800-998-6374 or +1-781-392-2000
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