Agreement & Terms
This Agreement covers the use by you and your Authorized Users (as defined below) of the ACP Board Prep Curriculum (the “Licensed Property”). The Licensed Property was produced by the American College of Physicians, ©2023 American College of Physicians, Inc. all rights reserved.
ACP may update these terms at any time. ACP will provide written notice of the updated terms and Licensee will indicate acceptance by continued use of the Licensed Property.
Grant of License
The American College of Physicians, Inc. ("ACP") hereby grants to you, a ACGME accredited residency program (hereinafter "Licensee"), a non-exclusive, revocable, non-transferable license to access and use the ACP Board Prep Curriculum, an online digital product published by ACP (the “License”) subject to the terms of this Agreement.
Authorized Users and Authorized Access
Licensee may make Licensed Property available only to Authorized Users through Authorized Sites on the Licensee’s Secure Network. The Licensee shall provide Authorized Users with notice of the terms of this Agreement, including the limitations on access and use.
For purposes of this Agreement:
An "Authorized Site" is the residency program operated by the Licensee as indicated in their request to ACP for the License.
An "Authorized User" is any staff member or resident at the Authorized Site whose access is authorized through the Secure Network and agrees to be bound by this Agreement.
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 Use: Display Only
Licensee and its Authorized Users may only display the Licensed Property for purposes of research, education, or other non-commercial use ("Authorized Use”).
Unauthorized Uses
Any use except the Authorized Use is an unauthorized use and may result in revocation of this License. Unauthorized use specifically includes:
- Access or use by any individuals who are not Authorized Users.
- Any attempt to modify, translate, or create a derivative work of the Licensed Property without the written permission of ACP.
- Any attempt to modify, remove, or obscure any copyright notices or other notices included in the Licensed Property.
- Transmitting the Licensed Property in person or online, including through chatbots or other artificial intelligence.
The Licensee shall not use the Licensed Property for commercial purposes, including selling the Licensed Property or bulk reproduction or distribution of the Licensed Property.
ANY UNAUTHORIZED USE OF THE LICENSED PROPERTY MAY CONSTITUTE A BREACH OF THIS LICENSE AND COPYRIGHT INFRINGEMENT AND MAY SUBJECT THE LICENSEE OR AUTHORIZED USER TO APPLICABLE CIVIL AND CRIMINAL PENALTIES.
Ownership and Protection of the Licensed Property and Reservation of Rights
ACP is the sole owner of Licensed Property. Except as expressly set forth herein, all rights in the Licensed Property are reserved by ACP, including the right to authorize others to access and use the Licensed Property.
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, contest or aid others in contesting ACP's ownership of the Licensed Property.
The Licensee shall make reasonable efforts to prevent unauthorized use of the Licensed Property.
If Licensee becomes aware of any infringement of any rights licensed herein, or any unauthorized uses of the Licensed Property, the Licensee shall promptly notify ACP in writing of such infringement or unauthorized use.
ACP will take only those steps which it deems necessary to enforce its rights. Nothing herein obligates ACP to take any action against any allegedly infringing party or unauthorized user. 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 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.
Fees and Renewals
The ACP Board Prep Curriculum site license fee (the “Fee”) is published at acponline.org, which may be changed by ACP at any time. Changes to the Fee will not apply to Licensee until renewal of the License.
Licensee shall pay ACP the Fee in accordance with the rate schedule in effect on the date of the Licensee's Licensed Property request. The Fee must be paid before access to the Licensed Property will be provided and permits access and usage for one calendar year. A renewal Fee will be invoiced by ACP in advance of the anniversary date of the License at the Fee in effect on that date. If payment is not received 30 days after the invoice date, the License will be revoked and Licensee's access to Licensed Property will be deactivated. Payments must reference the ACP invoice number for which payment is being made. All fees must be paid by check in U.S. Dollars drawn on a U.S. bank, by electronic wire transfer following ACP’s electronic wire transfer process, or by credit card.
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. If the Licensed Property is found defective, Licensee’s and Authorized Users’ sole remedy is a refund of the full amount paid. This shall be the exclusive remedies available under ACP's warranty. 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.
ACP WILL NOT 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.
LICENSEE AND AUTHORIZED USERS’ USE OF THE LICENSED PROPERTY IS AT THEIR 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 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.
Term and Termination of License
This License shall be effective upon ACP's receipt of the Licensee's payment of the Fee and shall remain in effect until terminated pursuant to the following provisions (the "Term"):
ACP may terminate the License and rescind the privilege of accessing and using the Licensed Property as granted herein if:
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:
- Licensee fails to pay the applicable Fee when due including any renewals.
- The Licensee defaults in the performance of any of its non-monetary duties under the Agreement, including the timeliness of such performance and payment and monitoring of Authorized Use, and does not cure such default within thirty (30) days after being given written notice specifying the default;
The Licensee may terminate its License 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 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.
Licensee shall not transfer, (1) any obligation imposed under this Agreement (2) any remedy under this Agreement, (3) any right to satisfy a condition under this Agreement, (4) or the License. Any purported transfer in violation of this subsection will be void.
The Licensee assumes sole responsibility for all use of the Licensed Property by Licensee or their Authorized Users and agrees to indemnify the Licensor from any claim, liability, or loss arising from their use.
Governing Law and Jurisdiction
This Agreement 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 regarding the subject matter hereof. No amendments to or modifications of this Agreement will be binding unless in writing and signed by the parties.