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 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.com, Inc. ("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 MedAlert™ service. The MedAlert
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.
- USE OF PRODUCT. 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).
- PRIVACY. Except
as otherwise expressly provided for in this Agreement, your
relationship with Skyscape is protected by Skyscape’s Privacy
Policy at http://www.skyscape.com/index/privacy.aspx, 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.com, Inc.
Skyscape's address is Skyscape, 293 Boston Post Road West, Suite 320, 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, Inc.
293 Boston Post Road West
Suite 320
Marlborough, MA 01752
info@skyscape.com
http://www.skyscape.com/