LICENSING AGREEMENT

[American College of Physicians]

American College of Physicians
Product License Agreement and Limited Warranty for
MKSAP(R) for Students 4: Individual Use
SCROLL TO THE BOTTOM OF THE PAGE FOR ACCEPTANCE
PLEASE READ THIS ENTIRE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THIS PROD
UCT.
This Agreement is a binding legal contract between American College of Physician
s, Inc. (ACP) ("we," "us," or "our") and you ("you," "your," or "User") that gov
erns your use of MKSAP(R) for Students 4. This Agreement covers your use of all
content, such as text, software, Web pages, HTML, XHTML, software code, informat
ion, images, and applications (collectively, "Content") that are available in th
e MKSAP(R) for Students 4 product. (The MKSAP(R) for Students 4 Product and the
Content are collectively referred to herein as the "Product").
RIGHTS CONFERRED
This agreement confers to you a nonexclusive, revocable, nontransferable, nonsub
licensable license to display the contents of the Product on your computer monit
or for educational purposes. User may use this Product in conjunction with medic
al or educational lectures or lessons and hand out printed copies of pages displ
ayed during a lecture or lesson provided that User provides the following attrib
ution to the source of the material:
(c) 2008 American College of Physicians, Inc. All Rights Reserved. This material
was printed from MKSAP(R) for Students 4 of the American College of Physicians,
Inc. This application is licensed only for individual use and in accordance wit
h terms agreed upon during initial use. For information about the product or to
order, please visit: http://www.acponline.org/medical_students/
ACP retains the entire ownership of all copyrights for the Product related to MK
SAP(R) for Students 4. You are not allowed to duplicate or distribute any conten
t found in the Product, except as denoted above. You are prohibited from making
collective or derivative works from this Product or transferring for considerati
on any printed or electronic copy of any information or material from the Produc
t.
ASSIGNMENT AND SUBLICENSING
ACP may assign this Agreement, in whole or in part, in our sole discretion. You
may not assign or sublicense your rights under this Agreement without the prior
written permission of ACP. Any attempt by you to assign or sublicense your right
s under this Agreement without ACP's permission shall be void. The waiver by eit
her party of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any other or a subsequent breach of the same or a diff
erent kind.
PRINTING RIGHTS, SCREENSHOTS, AND ELECTRONIC CAPTURE
User is permitted to print out an individual page from the Product for use as pe
rsonal reference at a later time. User may also capture and store screenshots of
a page from the Product. User may not use a Web robot, spider, or other softwar
e to electronically cycle through the Product to facilitate printing, storing, o
r caching of the pages. User may not transfer for value any prints or electronic
copies of any material from the Product.
UPDATING AND ACCURACY OF DATA
From time to time, ACP may make modifications to the information presented on th
is Product. While efforts to maintain the accuracy of the information presented
on this Product are made, User must recognize that the continual developments of
medicine present many opportunities for error. Despite the efforts of ACP, some
errors may persist. Drug dosage schedules are believed to be accurate and in ac
cordance with current standards. Readers are advised, however, to ensure that th
e recommended dosages in this program concur with the information provided in th
e product information material. This is especially important in cases of new, in
frequently used, or highly toxic drugs. The primary purpose of MKSAP(R) for Stud
ents 4 is educational. Information presented, as well as publications, technolog
ies, products, and/or services discussed, are intended to inform subscribers abo
ut the knowledge, techniques, and experiences of the contributors. A diversity o
f professional opinion exists, and the views of the contributors are their own a
nd not those of the ACP. The American College of Physicians, Inc. disclaims any
and all liability for damages and claims that may result from the use of informa
tion, publications, technologies, products, and/or services discussed in this pr
ogram.
ACP may provide periodic updates to the MKSAP(R) for Students 4 Product. Current
updates can be found at http://www.acponline.org/medical_students/. Should User
become of aware of any inaccuracies, additional opinions, or new developments r
elated to information disclosed in the Product, User may contact MKSAP(R) for St
udents 4 at the following e-mail address: palguire@acponline.org. ACP makes no w
arranty or guarantee that ACP will respond to the information. Similarly, ACP ma
kes no warranty that any information transmitted by the User will be read in a t
imely matter, if at all.
When transmitting a message to ACP, User warrants that the information does not
contain trade secrets or copyrighted content. In the event that the use of User'
s information by ACP constitutes misappropriation of trade secrets or copyright
infringement, User agrees to indemnify ACP for any and all damages, including le
gal fees.
UPDATING
This agreement applies to updates, supplements, add-on components, or Internet-b
ased services components of the Product that ACP may provide to you or make avai
lable to you after the date you obtain your initial copy of the Product, unless
they are accompanied by separate terms. ACP may make design changes to the Produ
ct and add or remove content or features without notifying you.
ACP may also update the information provided in the MKSAP(R) for Students 4 Prod
uct if, in ACP's sole discretion, there are sufficient updates to warrant making
updates to the Product directly. ACP may post the updated information in a peri
odic update page at a "New Information" link at http://www.acponline.org/medical
_students/ or ACP may directly modify and incorporate the changes into the Produ
ct.
MODIFICATIONS TO THE LICENSE
ACP may make substantial modifications to the license without prior notice to yo
u. At the time you use this Product, you agree and intend to be bound by the cur
rent version of the Product license that can be obtained at: http://www.acponlin
e.org/medical_students/.
CONSENT TO USE OF DATA
You agree that ACP and its affiliates may collect and use technical information
gathered as part of the product support services provided to you, if any, relate
d to the Product. ACP may use this information solely to improve our products or
to provide customized services or technologies to you and will not disclose thi
s information in a form that personally identifies you.
LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY
You may not reverse engineer, decompile, or disassemble the Product, except and
only to the extent that such activity is expressly permitted by applicable law n
otwithstanding this limitation.
TRADE SECRETS
You agree that aspects of the licensed materials, including the specific design
and structure of the Product, constitute trade secrets and/or copyrighted materi
al of ACP. You agree not to disclose, provide, or otherwise make available such
trade secrets or copyrighted material in any form to any third party without the
prior written consent of ACP. You agree to implement reasonable security measur
es to protect such trade secrets and copyrighted material. Title to the Product
and documentation shall remain solely with the property of ACP.
USE OF CONTENT
ACP (or our Content Providers) owns all worldwide rights, titles, and interests
in and to the Product and all intellectual property rights therein. You may crea
te a bookmark in your browser to the home page of the Product. All rights not ex
pressly granted in this Agreement are reserved to ACP. No other rights or licens
es, whether express, implied, arising by estoppel, or otherwise, are conveyed or
intended by this Agreement.
LINKS
The Product may contain links to third-party Web sites. These third-party Web si
tes are not under our control and we are not responsible for any linked third-pa
rty Web sites or for the content, products, and/or services they provide. YOUR U
SE OF LINKED THIRD-PARTY WEB SITES IS AT YOUR RISK AND SUBJECT TO THE TERMS AND
CONDITIONS OF USE FOR SUCH SITES. UNLESS EXPRESSLY STATED BY US, WE DO NOT RECOM
MEND OR ENDORSE THE CONTENT, PARTICULAR PRODUCTS, SERVICES OR WEB SITES OF ANY T
HIRD PARTIES OR MAKE ANY DETERMINATION WHETHER ANY SUCH CONTENT, PRODUCT, SERVIC
E, OR WEB SITE MAY BE ACCURATE, NECESSARY, OR APPROPRIATE FOR YOU OR FOR YOUR US
E IN RENDERING CARE TO PATIENTS.
PATIENT CONFIDENTIALITY
You shall not use the site to transmit, store, or receive confidential patient i
nformation ("Patient Information").
COMPLIANCE WITH LAWS; OTHER OBLIGATIONS
You are responsible for ensuring that your use of the Product complies with all
laws directly or indirectly applicable to you, including, without limitation, fe
deral or state anti-kickback laws or regulations of federal or state laws govern
ing the submission of claims for reimbursement of medical services. None of the
information provided to you through the Product is intended in any way to influe
nce your choice of third-party service provider or your diagnoses. It is your re
sponsibility to exercise your independent medical knowledge and judgment in prov
iding what you consider to be best for your patients. WE ARE NOT LIABLE OR RESPO
NSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE SITE IN WAYS THAT DO NOT C
OMPLY WITH ANY LAW.
GENERAL DISCLAIMERS
THE SITE IS PROVIDED TO YOU ON AN "AS IS, WITH ALL FAULTS" BASIS, AND YOUR USE T
HEREOF IS AT YOUR OWN RISK. WE MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILI
TY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES
ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WA
RRANTY THAT ANY CONTENT IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY.
WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF TH
E SITE (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHOR
IZED CODE, OR OTHER HARMFUL COMPONENTS, OR (3) IS COMPLETELY SECURE. YOU ARE RES
PONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTEC
T YOU AGAINST ANY CLAIM, DAMAGE, LOSS, OR HAZARD THAT MAY ARISE BY VIRTUE OF YOU
R USE OF THE SITE. WHEN USING THE SITE, INFORMATION WILL BE TRANSMITTED OVER A M
EDIUM THAT IS BEYOND THE CONTROL AND JURISDICTION OF ACP AND ITS SUPPLIERS. ACCO
RDINGLY, ACP ASSUMES NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRU
PTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION
WITH USE OF THE SITE.
EXCLUSION OF DAMAGES
UNDER NO CIRCUMSTANCES WHATSOEVER WILL ACP BE RESPONSIBLE OR LIABLE TO YOU OR AN
Y OTHER ENTITY FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL
(INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, O
R PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO (1) YO
UR USE OF THE SITE OR RELIANCE ON THE CONTENT, OR (2) ERRORS, INACCURACIES, OMIS
SIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM
BY ACP OR ITS CONTENT PROVIDERS. THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS
OF WHETHER ACP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE SHOULD HAVE ANY LIABIL
ITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, YOU AND ACP AGREE T
HAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE GREATER OF $500 OR TH
E FEES YOU PAID US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DAY THE
ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM. YOU AND ACP AGREE THAT T
HE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU
AND ACP AND REFLECTS THE FEES, IF ANY, ACP CHARGES YOU TO USE THE SITE. YOU ACK
NOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, ACP WOULD
NOT PROVIDE THE SITE TO YOU.
YOUR PRIVACY
Your use of the Product is also subject to the terms and conditions of the ACP P
rivacy Policy. Please read it carefully to ensure that you understand and agree
to how ACP collects, uses, and protects information collected about you and your
use of the Product.
CHOICE OF LAW
This Agreement shall be governed by and construed in accordance with the laws of
the state of Pennsylvania, without regard to conflicts of laws' provisions. Thi
s License shall not be governed by the United Nations Convention on Contracts fo
r the International Sale of Goods, the application of which is expressly exclude
d. The sole and exclusive jurisdiction for any action or proceeding arising out
of this Agreement shall be Philadelphia County in the Commonwealth of Pennsylvan
ia. This Agreement constitutes the entire agreement between you and ACP with res
pect to use of this Product.
TERMINATION
Your right to access and use the Product immediately terminates without further
notice upon your breach of this Agreement. ACP may terminate this Agreement and
your right to access and use the Product, or any part thereof, at any time, with
or without cause. You may terminate this Agreement by providing ACP with writte
n notice of your termination and ceasing to use or access the Product. The follo
wing sections of this Agreement survive the expiration or termination of this Ag
reement for any reason whatsoever: Intellectual Property Ownership, Medical Disc
laimers, Data Disclaimer, Patient Confidentiality, Compliance with Laws, Outside
the United States/Jurisdiction , General Disclaimers, Exclusion of Damages, Lim
itation of Liability, Entire Agreement, Termination, and Other. ACP reserves the
right to discontinue or make changes to the Product at any time.
ENTIRE AGREEMENT AND SEVERABILITY
This Agreement, including our Privacy Policy, constitutes the entire agreement b
etween you and ACP relating to the subject matter hereof and supersedes any othe
r oral or written communications relating thereto, provided, however, that this
Agreement does not supersede the Subscriber Agreement or any other agreement ent
ered into by your Subscriber and ACP. This Agreement may not be amended or suppl
emented except as duly executed by the Parties in writing. If any provision of t
his Agreement shall be held by a court of competent jurisdiction to be unenforce
able or contrary to law, the remaining provisions of this Agreement shall remain
in full force and effect.
ACCEPTED (during installation)
(c)2008. American College of Physicians. All rights reserved.