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LICENSE AGREEMENT:
ACP Board Prep Curriculum

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Agreement & Terms

This Agreement covers your display and use of all content of the ACP Board Prep Curriculum. This Curriculum was produced by the American College of Physicians, ©2014 American College of Physicians, Inc. All Rights Reserved.

Grant of License

The American College of Physicians, Inc. ("ACP") hereby grants to the designated Authorized Site Licensee (hereinafter "the Licensee"), and the Licensee hereby accepts, a non-exclusive, revocable, non-transferable License to access and use the Licensed Property subject to the terms and conditions set forth herein.

Licensed Property

The Licensed Property is the ACP Board Prep Curriculum (an online digital product), published by ACP effective March 19, 2014.

Authorized Users and Authorized Access

The Licensee may make the Licensed Property available only to Authorized Users who have authorized access to the Authorized Sites through the Secure Network of the Licensee. The Licensee shall make reasonable efforts to provide Authorized Users with appropriate notice of the terms and conditions under which access to the Licensed Property is granted under this Agreement, including any limitations on access or use of the Licensed Property as set forth in this Agreement.

For purposes of this Agreement an "Authorized Site" is any site listed in the Licensee's ACP Board Prep Curriculum Authorized Site License Application. An "Authorized User" is any full-time and part-time employee, patron, student, staff member or authorized person(s) of the Licensee whose access is authorized by the Licensee through a Secure Network. A "Secure Network" is a network accessible only to Authorized Users whose identities are authenticated at the time of login and whose conduct is subject to review and regulation by the Licensee.

Authorized Uses

The Licensed Property may only be used for purposes of research, education or other non-commercial use, including the following ("Authorized Uses"):

  1. Display: The Licensee and its Authorized Users have the right to electronically display the Licensed Property.
  2. Digitally Copy: Authorized Users may download and digitally copy portions of the Licensed Property for personal use only, except that downloading of entire episodes of the ACP Board Prep Curriculum is not permitted.

Unauthorized Uses

Licensees are authorized to allow only rotating resident students in the licensees' residency programs as Authorized Users to use the licensed property and therefore need to acknowledge that content will not be shared with residents outside of the Licensees' residency program. This agreement does not permit anyone other than Authorized Users to use the Licensed Property nor permit Authorized Users to use the Licensed Property for any uses other than Authorized Uses.

The Licensee shall not modify, translate, or create a derivative work of the Licensed Property without the written permission of ACP.

The Licensee shall not modify, remove, or obscure any copyright notices or other notices included in the Licensed Property.

The Licensee shall not use the Licensed Property for commercial purposes, including but not limited to sale of the Licensed Property or bulk reproduction or distribution of the Licensed Property, or any portion thereof, in any form.

ANY UNAUTHORIZED USE OF ANY OF THE LICENSED PROPERTY CONSTITUTES COPYRIGHT INFRINGEMENT AND SUBJECTS UNAUTHORIZED USERS TO ALL APPLICABLE CIVIL AND CRIMINAL, PENALTIES PROVIDED UNDER DOMESTIC AND INTERNAL COPYRIGHT, TRADEMARK AND OTHER APPLICABLE LAWS AND TREATIES.

Ownership and Protection of the Licensed Property and Reservation of Rights

ACP is the owner of the copyright and content of the Licensed Property. Except as expressly set forth herein, all rights of whatever nature in and to the Licensed Property are reserved by ACP, including, without limitation, the right to authorize others to access and use the Licensed Property.

The Licensee shall make reasonable efforts to prevent Unauthorized Uses of the Licensed Property. In the event the Licensee becomes aware of any infringement by third parties of any rights licensed herein, or any other unauthorized uses of the Licensed Property, the Licensee shall promptly notify ACP in writing of such infringement or unauthorized use, and shall do such acts and assist in supplying such information as is reasonably necessary or desired by ACP in relation thereto.

ACP shall take only those steps which, in its sole discretion, are necessary to enforce its rights, including the engagement of legal counsel of its own choosing. Nothing herein shall obligate ACP to take any action against any allegedly infringing party or unauthorized users. Upon ACP's request, the Licensee will cooperate fully, at ACP's expense, in confirming, perfecting, preserving and enforcing ACP's rights in the Licensed Property. During the Term of this License, at ACP's request, the Licensee shall indicate in its use of the Licensed Property that such Licensed Property is owned by ACP and that ACP has copyright protection therein. The Licensee shall acquire no ownership rights to the Licensed Property by virtue of this License or otherwise. The Licensee shall not, during the Term of this License or at any other time thereafter, directly or indirectly, contest or aid others in contesting ACP's ownership of the Licensed Property. The Licensee shall not, during the Term of this License or at any other time thereafter, do anything which impairs ACP's ownership of, or the validity or reputation of, the Licensed Property.

Proxy (Remote) Access

Secure proxy (remote) access is permitted only for institutions that pay to license the ACP Board Prep Curriculum under a separate Authorized Site License Agreement.

Rates and Fees

The ACP Board Prep Curriculum Authorized Site License Rate is published at acponline.org, which is subject to change by ACP without notice. The Licensee shall pay ACP the Authorized Site License Fee in accordance with the Rate Schedule in effect on the date of the Licensee's ACP Board Prep Curriculum Authorized Site License Application. The Fee must be paid before access to the Licensed Property will be activated (unless otherwise agreed to in writing by ACP) and permits access and usage for a period of one calendar year from the authorization of this Site License. A renewal Authorized Site License Fee will be invoiced by ACP in advance of each agreement anniversary date of the Licensee's License. The renewal Authorized Site License Fee shall be at the rate in effect on the invoice date. If payment is not received 30 days after the invoice date, the Licensee's License to the Licensed Property will be revoked and the Licensee's access to the Licensed Property will be deactivated. Payments must reference the ACP invoice number for which payment is being made. All fees must be paid either by check in U.S. Dollars drawn on a US bank or by electronic wire transfer.

Warranties, Disclaimer, and Limitations of Liability

ACP warrants that it is the owner of the Licensed Property or that it has secured permission to use any copyrighted material in the Licensed Property; and that it is entitled to grant the rights to which this License applies. ACP makes no other representations or warranties of any kind, express or implied. ACP has made, and will continue to make, good faith efforts to assure that the Licensed Property is accurate and complete, but ACP DOES NOT WARRANT THE ACCURACY OR COMPLETENESS, OR THE MERCHANTABILITY OR FITNESS OF THE LICENSED PROPERTY FOR ANY PARTICULAR PURPOSE.

General Disclaimer:

If the Licensed Property is found to be defective in workmanship or material under normal use, User's sole remedy is a refund of the full amount paid. This shall be the exclusive remedies available under ACP's warranty. IN NO EVENT WILL ACP BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE INFORMATION IN THE LICENSED PROPERTY, EVEN IF ACP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

To the fullest extent possible by law, ACP disclaims all warranties, express or implied, including but not limited to any implied warranty of non-infringement, merchantability and/or fitness for a particular purpose, or that materials and information licensed hereunder will be error free, or that defects will be corrected, or that the product is free of viruses or other harmful components, nor shall ACP be liable for damages of any kind, including, direct, indirect, incidental, special, consequential or exemplary damages, or other claims, arising out of the use or the inability to use the Licensed Property or the material and information contained therein or from errors contained in the materials.

USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED PROPERTY IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED PROPERTY IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ACP HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED PROPERTY AND THE INFORMATION THEREON, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ACP SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTEE, OR REPRESENTATION AS TO THE CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS OF CONTENTS, ACCURACY OF THE MATERIAL AND INFORMATION. ACP DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT, THAT THE FUNCTIONS CONTAINED IN THE MATERIAL WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED PROPORTY WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ACP, OR AN ACP AUTHORIZED REPRESENTATIVE, SHALL CREATE A WARRANTY, SHOULD THE LICENSED PROPERTY PROVE DEFECTIVE IN ANY WAY.

Term and Termination of License

This License shall be effective upon ACP's receipt of the Licensee's payment of the Site License Fee for access to the ACP Board Prep Curriculum.

Authorized Site License Application, signed in acknowledgement of acceptance of the terms and conditions stated herein and ACP's receipt of the Authorized Site License Fee, shall remain in effect until terminated pursuant to the following provisions (the "Term"):

ACP may terminate the Licensee's License and rescind the privilege of accessing and using the Licensed Property as granted herein in the event that:

  1. Licensee fails to pay the applicable Authorized Site License Fee when due including any renewals and changes as noted.
  2. The Licensee defaults in the performance of any of its non-monetary duties or beseeches any obligations under the terms and conditions herein, including the timeliness of such performance and payment, and does not substantially cure such default within thirty (30) days after being given written notice specifying the default; provided that ACP shall not be required to provide such notice or the opportunity to cure such default more than one time in any twelve (12) consecutive-month period of time; or
  3. The Licensee makes a general assignment of substantially all of its assets for the benefit of its creditors; or
  4. A petition is filed in bankruptcy or under any insolvency law by or against the Licensee, which petition is not dismissed within sixty (60) days after it was filed; or
  5. ACP provides written notice that the terms and conditions herein are revised and the Licensee does not provide a signed acknowledgement of acceptance of the new terms and conditions within sixty (60) days after such notice.

The Licensee may terminate its License, thereby declining the privilege of accessing and using the Licensed Property, at any time by giving written notice to ACP, provided that in the case of such termination, the Licensee shall not be entitled to any refund of License Fees already paid. Upon the termination of this License, at the end of the Term or otherwise, ACP will deactivate the Licensee's access to the Licensed Property.

This Agreement is personal in nature with respect to the parties and may not be assigned directly, by operation of law, by merger or otherwise, or by either party, without the express written consent of the other party.

The Licensee assumes sole responsibility for all use of the Licensed Property and agrees to indemnify and hold the Licensor harmless from any claim, liability, or loss arising from their unauthorized use.

Governing Law and Jurisdiction

This License shall be governed and interpreted in accordance with the laws of the United States and the Commonwealth of Pennsylvania.

Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. No amendments to or modifications of this Agreement will be binding unless in writing and signed by the parties.

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