YOU MUST READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY PRIOR TO INSTALLING THIS PACKAGE (THE SOFTWARE INCLUDED IN THIS PACKAGE AND ANY INFORMATION OR DATABASES INSTALLED AND ACCESSED VIA THE SOFTWARE, COLLECTIVELY REFERRED TO AS THE "PRODUCT") TO YOUR DESKTOP COMPUTER OR HANDHELD DEVICE (THE "ELECTRONIC UNIT"). INSTALLING THE PRODUCT TO YOUR ELECTRONIC UNIT INDICATES YOUR UNDERSTANDING AND ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN YOU SHOULD DISCONTINUE THE INSTALLATION PROCESS. This Agreement is effective as of the date you first access or use the Product and will remain in force until termination pursuant to the terms hereof. You may terminate this Agreement at any time by notifying Skyscape Medpresso, Inc., ("Skyscape") in writing or by removing the product from the Electronic Unit. This Agreement will also terminate immediately if you breach any of the terms or conditions of this Agreement. The provisions of Sections 2, 7, 8, 9, 10, 11, and 12 will survive any termination.
LICENSE GRANT - Skyscape Medpresso, Inc. ("Skyscape") possess all the rights of distributing licenses of these 'Skyscape' brand products and services. Skyscape grants to you, subject to the terms and conditions of this Agreement, a nonexclusive, nontransferable license to install and operate the Product in object code form on only one computing device (the "Electronic Unit") capable of satisfying the Requirements outlined in the SYSTEMS REQUIREMENT AND YOUR RESPONSIBILITIES section of this agreement. During the term of this Agreement and subject to the terms and conditions of this Agreement, Skyscape grants to you the license to use the Product to access and download to your Electronic Unit portions of Clinical Information content, vignettes, alerts, algorithms and tools (each such portion known as the "Title") as long as you agree to use the Product in compliance with the applicable Usage Rules specified in this agreement. Unless otherwise noted, the availability and use of the Product and one or more Titles is granted on a specific, compatible Electronic Unit established during the Registration Process (the "Registered Device"). Upon termination of this Agreement Skyscape may terminate your ability (a) to use the Product and/or (b) access the Title(s) for which you do not comply with the Usage Rules. Skyscape reserves all rights not expressly granted to you.
LIMITATIONS - Skyscape and its suppliers retain all rights, title and interest in the Product and the documentation and derivatives thereof, and you will not take any action inconsistent with such title and ownership. Except as specifically permitted in this Agreement, you will not directly or indirectly copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify the Product or any Title. You are not permitted to (a) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer the Product, (b) use any similar means to discover the source code of the Product or to discover the trade secrets in the Product, (c) otherwise circumvent any technological measure that controls access to the Product, (d) electronically transfer or transmit this Product, and Title, or the related install files, to another computer, or other device, (e) distribute copies of this Product, Title(s), any Product install files, or documentation to others, (f) distribute the Title(s), Title contents, or any exported files created by one or more components of this Product or one or more Titles to other users, or (g) print, modify or translate any of the information contained in or accessed by the Product (including any Clinical Information).
USAGE RULES - The following constitute the allowed usage ("Usage Rules"): (a) Your use of the Product is conditioned upon your prior acceptance of the terms of this Agreement. (b) You shall be authorized to use the Product only for personal, noncommercial use. (c) Your ability to install or access any Title using the Product is subject to your maintenance of a current valid subscription (the "Subscription"), defined as a right to receive or be given access to the information or services offered in the Title, for a specified period of time based on the business transaction between Skyscape and you. (d) Your ability to install or access any Title is subject to your compliance with any end-user agreement or other terms and conditions specified in the Title (the "Extended Agreement"), if applicable. If any of the terms and conditions in the Extended Agreement are deemed to be in conflict with any terms and conditions in this Agreement, then those provisions of the Extended Agreement will apply, without affecting the rest of the terms and conditions in this Agreement. (e) Your ability to use any Title is subject to your continued compliance of the business transaction, which may include satisfactory fulfillment of your agreement to pay (the "Payment Agreement"). (f) You must have a valid subscription for at least one Title. (g) Your use of the Product is subject to your agreement to maintain a valid registered user status (the "Registered User"), providing accurate, current and complete information required by Skyscape's registration process (the "Registration Process") either embedded in the function of the Product, or implemented on a specifically designated portion of Skyscape's website. You agree that Skyscape may store and use the data you provide (including credit card information, if specified by you) for use in maintaining your account and billing fees, if applicable. (h) You agree that the Registration Process is an integral part of the security framework that protects digital information and limits your usage of the Product to these Usage Rules established herein. Your rights to transfer the Product to any device other than the Electronic Unit established in the Registration Process are subject to the terms of your Subscription.
NOTICE - The Product (including constituent Titles) is intended to serve you as a concise initial reference resource and not as a complete reference resource. The Product does not include information concerning every therapeutic agent, laboratory or diagnostic test or procedure available. The Product is clinically oriented and is intended to be used only by those who are: (a) researchers who will not use the information for medical diagnosis or treatment, or (b) physicians and other competent healthcare professionals who will rely on their own discretion, experience, training, and judgment in medical diagnosis and treatment. The database, tools and information provided via the Product ("Clinical Information") covers commonly used medical reference information and is specially designed to present certain important aspects of clinical information in a more concise format than is generally found in medical literature or product material supplied by manufacturers. The installation of this Product includes the activation of the MedBeats™ (Skyscape alert service). The Skyscape alert service provides medically relevant messages that may include safety alerts from the FDA, journal article summaries and clinical communication from drug manufacturers. BECAUSE CLINICAL INFORMATION IS CONSTANTLY EVOLVING DUE TO ONGOING RESEARCH AND CLINICAL EXPERIENCE, AND BECAUSE CLINICAL INFORMATION IS OFTEN SUBJECT TO INTERPRETATION AND SUBJECTIVE APPLICATION, SKYSCAPE (AND ALL AUTHORS, EDITORS, REVIEWERS, CONTRIBUTORS, PUBLISHERS, AND LICENSORS OF THE CLINICAL INFORMATION) (A) IS NOT RESPONSIBLE FOR THE CONTINUED CURRENCY OR COMPLETENESS OR ACCURACY OF THE CLINICAL INFORMATION OR FOR ANY ERRORS, OMISSIONS, OR THE APPLICATION OF THE CLINICAL INFORMATION, OR FOR ANY CONSEQUENCES ARISING THEREFROM; AND (B) MAKE NO REPRESENTATIONS OR WARRANTIES AS TO IF OR HOW QUICKLY ANY CHANGES OR UPDATES TO THE CLINICAL INFORMATION WILL BE EFFECTED. BECAUSE OF THE DYNAMIC NATURE OF CLINICAL INFORMATION, YOU ARE CAUTIONED THAT ALL DECISIONS MUST BE BASED ON THE INDEPENDENT DISCRETION, EXPERIENCE, AND JUDGMENT OF THE CLINICIAN, CHANGING INFORMATION ABOUT A DRUG (E.G., AS REFLECTED IN THE LITERATURE AND MANUFACTURER'S MOST CURRENT PRODUCT INFORMATION), AND CHANGING MEDICAL PRACTICES. SKYSCAPE IS NOT RESPONSIBLE FOR ANY INACCURACY OF QUOTATION OR FOR ANY FALSE OR MISLEADING IMPLICATION THAT MAY ARISE DUE TO THE TEXT OF FORMULAS AS USED OR DUE TO THE QUOTATION OF REVISIONS NO LONGER OFFICIAL. YOU ARE ADVISED TO CAREFULLY CONSULT THE INSTRUCTION AND INFORMATION MATERIALS INCLUDED WITH THE PACKAGING OF EACH DRUG OR THERAPEUTIC AGENT BEFORE ADMINISTRATION. In addition, in view of ongoing research, changes in government regulations, and the constant flow of information relating to drug therapy and drug reactions, you must check the manufacturer's package insert and regulatory updates for each drug, for any changes in indications and dosage and for added warnings and precautions.
SYSTEM REQUIREMENTS AND YOUR RESPONSIBILITIES - Use of the Product or part thereof requires one or more compatible devices, Internet access, and certain software, including the Operating System at a specified version offered by the device manufacturer (collectively known as "Requirements"), and may require obtaining updates or upgrades for any of these system components from time to time. You are responsible for obtaining and maintaining the Electronic Unit at your own cost and expense. Skyscape will not be liable or responsible for any failure of the Registered Device to satisfy the Requirements, or any interruption caused due to such failure. If the use of Product involves downloading digital files to your computer, it is your responsibility to maintain safe copy of the downloaded files, and they cannot be replaced if lost for any reason. Once a Product and/or a Title is subscribed, and you receive the Product and/or the Title, it is your responsibility not to lose, destroy, or damage the Product or Title, and Skyscape shall not be held liable in the event of any loss, destruction, or damage.
PAYMENT AGREEMENT - You agree to pay usage fees for all Titles, if applicable, which you wish to access using the Product, and that Skyscape may charge your credit card for any established amounts (including any taxes and fees, as applicable) as may be accrued in connection with your account. You are responsible for the timely payment of all fees and for providing Skyscape with a valid credit card for payment of all fees due, which are part of the business transaction associated with the Subscription of Title(s).
DISCLAIMER - ANY USE BY YOU OF THE PRODUCT, TITLE(S) AND CLINICAL INFORMATION IS AT YOUR OWN RISK. THE PRODUCT AND CLINICAL INFORMATION IS NOT ERROR-FREE AND IS BEING PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SKYSCAPE (AND ITS SUPPLIERS AND LICENSORS) EXPRESSLY DISCLAIMS, ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, INTEGRATION, NON-INTERRUPTION, VALIDITY, EXCLUSIVITY, NON-INTERFERENCE WITH ENJOYMENT, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT NO OTHER WARRANTIES HAVE BEEN MADE TO YOU BY OR ON BEHALF OF SKYSCAPE (OR ITS SUPPLIERS OR LICENSORS) OR OTHERWISE FORM THE BASIS FOR THE BARGAIN BETWEEN THE PARTIES. SKYSCAPE IS NOT OBLIGATED TO PROVIDE UPDATES TO THE PRODUCT OR CLINICAL INFORMATION. SKYSCAPE DOES NOT GUARANTEE 100% UPTIME OR COMPLETE ACCESSIBILITY OF ANY DATABASE OR CLINICAL INFORMATION. ERRORS OR INTERRUPTIONS IN SERVICE OR OPERATION MAY OCCUR, AND SKYSCAPE (AND ITS LICENSORS AND SUPPLIERS) DISCLAIM ALL LIABILITY ARISING THEREFROM. SKYSCAPE DOES NOT WARRANT THAT THE PRODUCT WILL FUNCTION ON ANY ELECTRONIC UNIT OTHER THAN THE ONE ORIGINALLY LICENSED TO YOU THROUGH SKYSCAPE'S REGISTRATION PROCESS. FURTHER, YOU AGREE TO USE THE PRODUCT AS AN EDUCATIONAL AID AND NOT TO PRESCRIBE, DIAGNOSE OR TREAT A CONDITION OR AS A SUBSTITUTE FOR OR TO OVERRIDE THE EXERCISE OF PROFESSIONAL JUDGEMENT BY A HEALTHCARE PROFESSIONAL. IN VIEW OF THE POSSIBILITY OF HUMAN ERROR OR CHANGES IN MEDICAL SCIENCE, YOU SHOULD CONFIRM THE INFORMATION IN THE PRODUCT THROUGH INDEPENDENT SOURCES.
INDEMNIFICATION - You will defend, indemnify and hold harmless Skyscape and its affiliates, directors, officers, employees, shareholders, representatives, agents, servants, predecessors, successors, and permitted assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys' fees and costs) or liability that may result from, arise out of or relate to your use of the Product or the Title(s). Additionally, you agree to indemnify, defend, and hold harmless, Skyscape, the authors, publishers or anyone involved with the creation, production or distribution of this product, including their affiliates, officers, directors, and agents, from and against any claim, cost or liability, including reasonable attorney's fees, arising out of or relating: (1) to any allegation or claim that the use of the product, or any information contained therein, caused or contributed to the personal injury or death of an individual, unless the allegation or claim is determined by a court of competent jurisdiction to be the result of Skyscape, the authors, the publishers or anyone involved with the creation, production or distribution of this product, gross negligence or willful misconduct; (2) your use of the product; and (3) your violation of this End User License Agreement.
PRIVACY - Except as otherwise expressly provided for in this Agreement, your relationship with Skyscape is protected by Skyscape's Privacy Policy at Skyscape website, which is expressly made a part of this Agreement.
LIMITATION OF LIABILITY - IN NO EVENT WILL SKYSCAPE OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, TITLE(S) OR ANY CLINICAL INFORMATION. SKYSCAPE (AND ITS SUPPLIERS) SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, NOR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, WHETHER UNDER THIS AGREEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE PRODUCT, TITLE(S), THE CLINICAL INFORMATION, OR THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. TO THE FULL EXTENT PERMITTED BY LAW, SKYSCAPE'S MAXIMUM AGGREGATE LIABILITY IS LIMITED TO THE AMOUNT PAID BY YOU FOR THE LICENSE TO THE PRODUCT AND/OR TITLE(S).
GENERAL - This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision will be severed from this Agreement and all the other provisions will remain in full force and effect. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its choice of law provisions. Exclusive jurisdiction and venue for any litigation arising under this Agreement is in the federal and state courts located in Boston, Massachusetts and both parties hereby consent to such jurisdiction and venue for this purpose.
GOVERNMENT USERS - If the Product or any associated documentation is acquired by or on behalf of a unit or agency of the United States Government (any such unit or agency, the Government), the Government agrees that the Product or documentation is "commercial computer software" or "commercial computer software documentation" and that, absent a written agreement to the contrary, the Government's rights with respect to the Product or documentation are, in the case of civilian agency use, Restricted Rights, as defined in FAR §52.227.19, and if for Department of Defense use, limited by the terms of this Agreement, pursuant to DFARS §227.7202. The use of the Product or Documentation by the Government constitutes acknowledgment of Skyscape's proprietary rights in the Product and Documentation. Contractor/manufacturer is Skyscape Medpresso, Inc. Skyscape's address is Skyscape Medpresso, Inc., 11 Apex Drive, Suite 300A, Marlborough, MA 01752.
CHANGES - Skyscape reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. Your continued use of the Product and Title(s) following such changes will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
ACKNOWLEDGEMENT - You acknowledge that (a) you have read and understand this Agreement, (b) you have had an opportunity to have your legal counsel review this Agreement, (c) the Agreement has the same force and effect as a signed agreement, and (d) issuance of this Agreement does not constitute general publication of the Product, Title(s) or other Confidential Information. You agree to maintain the printed copy of this Agreement as a written record of this Agreement.
Skyscape Medpresso, Inc.
11 Apex Drive, Suite 300A
Marlborough, MA 01752
info@skyscape.com