Hand Held Single Use License Agreement

Please read the following UpToDate license agreement (“agreement”) carefully before continuing. with your acceptance, this is a legal contract between UpToDate, inc. (“UpToDate”) and you (“you”).

UpToDate is willing to license the content, whether by download, via the internet, as part of a device or piece of equipment, or on software media, including all databases, data, and documentation contained therein or provided therewith, to you only upon the condition that you accept all of the terms and conditions contained in this agreement at all times.

By downloading accessing or using the content, you affirmatively accept all of the terms and conditions of this agreement and agree to be bound by its provisions as outlined herein. if you do not accept the terms of this agreement, you are not permitted to use the content and you may not download, access, or use the content.

The license granted in this agreement is only for the personal use of individual healthcare providers or consumers. License agreements for all other professionals and organizations must be arranged through UpToDate. Please contact UpToDate at [email protected] or via telephone at 1-800-998-6374 or +1-781-392-2000. If you are granted access to Content pursuant to a separate license agreement between an organization and UpToDate (such agreement, the “Master License Agreement”), your term of access is as set forth in the Master License Agreement and is subject to all the terms and conditions in the Master License Agreement.

1. Content. The UpToDate informational content, data, materials and software, as well as any third party software, documentation and any information accompanying this agreement, provided to you, whether by download, via the Internet, as part of a device or piece of equipment, or on any other media or in any other form (collectively the “Content”) are licensed, not sold, to you by UpToDate for use only under the terms of this agreement, and UpToDate reserves all rights not expressly granted to you. You may own the media on which the Content is used but UpToDate and/or UpToDate’s licensor(s) retain ownership of the Content itself. The terms of this agreement will govern any upgrade(s) provided by UpToDate that replace and/or supplement the original Content, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2. License. Subject to the terms and conditions of this agreement, you are granted a limited non-exclusive, non-transferable, revocable license to install and use one copy of the Content as applicable. If the Content is provided via the Internet, then the license herein includes a license to access servers controlled by UpToDate (“Servers”) only for the purpose of accessing the Content. This agreement does not allow the Content to exist locally on more than one computer at a time, and you may not make the Content available over a network where it could be used by multiple computers at the same time.

3. License Restrictions. You may NOT do any of the following yourself, or through any third party, and you may not permit or enable any third party to do any of the following (except as and only to the extent any of the following restrictions are prohibited by applicable law): (A) copy the Content; (B) modify or create derivative works based on the Content; (C) decompile, disassemble, or reverse engineer the Content in whole or in part; (D) defeat, disable, or circumvent any protection mechanism related to the Content; (E) sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of the Content, or, in particular, without limiting the generality of the foregoing, distribute the Content on any media, make the Content accessible to the public or third parties, whether over networks, electronic bulletin boards, websites, or otherwise, or allow any third party to use the Content; (F) publish or otherwise communicate any review of, or information about, the performance of the Content to any third party without the prior written consent of UpToDate; (G) export, re-export, download, or otherwise use the Content in violation of any laws or regulations, including U.S. Department of Commerce Export Administration regulations and other applicable laws; or (H) use the Content in connection with life support systems, human implantation, medical devices, or any application where failure or malfunction could lead to possible loss of life or catastrophic property damage. Any attempt to do any of the foregoing is a violation of the rights of UpToDate and any of its licensors of the Content. To the extent that components of the Content are provided as part of a bundle, they may not be separated from the bundle and distributed as standalone applications.

4. Website. Your subscription may include access to a UpToDate website or Content may otherwise be accessed via website (collectively, the “Website”). You may not use the facilities and/or services of the Website to publish or distribute any information (including software or other content) which is illegal, which violates or infringes upon the rights of any other person, which would be abusive, profane, pornographic, or sexually offensive to an average person, or which contains errors. You may not use the Website to publish or distribute any advertising, promotional material, or solicitation for any goods or services. A user who enters material into any place so permitted on a Website is responsible for the content of that material. UpToDate has no responsibility for the content of any messages or information posted by users, or for the content of information of third parties, even if accessed through the Website. UpToDate has the right, which it may or may not exercise, in its sole discretion, to review, edit or delete material it deems to be illegal, offensive, or otherwise inappropriate. UpToDate has the right to use all material entered onto the Website (other than third-party material transmitted through private electronic mail) in any of UpToDate’s print or electronic publications. UpToDate provides the Website from offices in the United States of America. UpToDate makes no representation that the Content is appropriate or available for use in other locations. Those who access the Website from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

5. Protection and Security. You shall take all reasonable steps to ensure that no unauthorized person shall have access to the Content. You shall not divulge, sublicense, assign, or transfer to any third party the username and password established during registration or provided to you. You understand that provision of the username and password may be required prior to each use of the Content. Upon learning of any unauthorized possession or use of or access to the Content, you will notify UpToDate, will promptly furnish details of such occurrence, will assist in preventing any recurrence thereof, and will cooperate fully in any litigation or other proceedings undertaken to protect UpToDate’s rights. By entering into this agreement and to the extent permitted under applicable law, UpToDate may store the information you provide as part of the registration process and collect information regarding queries submitted through the Content and any other uses of the Content by you; provided, however, such information will be de-identified and collected in the aggregate so as not to identify you. You agree that UpToDate owns such de-identified and aggregated information collected.

6. Termination. You may terminate this agreement at any time by notifying UpToDate in writing. UpToDate may at its sole discretion terminate this agreement at any time, with or without prior notification, in the event you fail to comply with the terms and conditions of this agreement as determined by UpToDate, by deactivating your username and password or suspending operation of the system. Your rights under this agreement will terminate automatically or otherwise cease to be effective without notice from UpToDate if you fail to comply with any term(s) of this agreement as determined by UpToDate in its sole discretion. Upon the termination of this agreement, you shall cease all use of the Content and destroy/delete all copies, full or partial, of the Content. Sections 5, 6, 7, 8, 9, 10, 11, 13 and 14 of this agreement shall survive any such termination.

7. Copyright and Other Restrictions. The Content is the property of UpToDate or its licensors, and is protected by copyright and other intellectual property laws. Except for the rights expressly granted above, this agreement transfers to you no right, title, or interest in the Content or any copyright, patent, trademark, trade secret, or other intellectual property or proprietary right therein. UpToDate and its licensors retain sole and exclusive title to all portions of the Content, and any copies thereof, and you hereby assign to UpToDate all right, title, and interest in and to any modifications you make to the Content, whether or not such modifications are permitted. None of the Content may be reproduced, transcribed, stored in a retrieval system, translated into any spoken language or computer language, retransmitted in any form or by any means (electronic, mechanical, photocopied, recorded, or otherwise), resold, or redistributed without the prior written consent of UpToDate, except that you may reproduce limited excerpts of Content obtained from UpToDate sources or databases for personal use only, provided that each such copy contains a copyright notice as follows:

Copyright© by UpToDate, Inc. and its affiliates and/or licensors. All rights reserved.

For Content obtained from third-party licensors, you are solely responsible for compliance with any copyright restrictions and are referred to the publication data appearing in bibliographic citations, as well as to the copyright notices appearing in the original publications.

8. Use of Professional Judgment.

1. The Content is intended to serve as a quick access, concise initial reference and not as a complete reference source. The Content does not include information concerning every health condition, therapeutic agent, laboratory test, or diagnostic procedure available. You agree that UpToDate provides no medical, pharmaceutical, or other professional advice or patient services in connection with this agreement or as part of or as a result of the provision of the Content. You understand that UpToDate has no ability to verify patients’ understandings of their health conditions or their medications.
2. The Content is clinically oriented, and intended to be used only by you and only if you are: (i) a researcher who will not use the information for medical diagnosis or treatment; (ii) a physician, nurse or other healthcare professional with an active license; or (iii) a student pursuing an education in a health care discipline under the supervision of licensed healthcare professionals. As applicable, you will rely on your own discretion, experience and judgment in medical diagnosis and treatment, including without limitation, determining the correctness, completeness, timeliness, and suitability of the Content for individual patients. You understand that the professional duty to a patient in the provision of healthcare services (including the dispensing of drug prescriptions, provision of drug information, substitution of one drug product for another, availability of generic substitutable alternative drug products, and answering questions a patient may have) lies solely with the healthcare professionals providing direct patient care or pharmacy services. You agree that the medical and related content supplied by UpToDate and its respective licensors and made available within the Content: (1) is not a substitute for verbal medication counseling or physical demonstration of an administration technique for a patient or caregiver by a healthcare professional; (2) may be confusing to certain patients or caregivers when not interpreted by a healthcare professional; and (3) is designed strictly to support the verbal information transfer by healthcare professionals and to serve as a non-comprehensive take home reference source for patients or caregivers.
3. Standards and practices in medicine change as new data become available, and as applicable you should consult a variety of sources and not rely solely on the Content to provide information potentially relevant to patient care decisions or counseling. You must also regularly review manufacturer published product information regarding prescription drugs for potential changes in usage, dosing, contraindications, interactions, and adverse effects.

9. DISCLAIMER OF WARRANTIES.

1. Your use of the content and the servers is at your sole risk. UpToDate does not directly or indirectly practice medicine or dispense medical services and assumes no liability for the content. you assume full responsibility for the appropriate use of medical information contained in the content.
2. The content is provided “as is,” with all faults and without warranty of any kind, and the servers are provided “as is” and as available, with all faults and without warranty of any kind.
3. UpToDate does not warrant that the content or the performance of the servers will meet your requirements, or that the operation of the content or the servers will be uninterrupted or error-free, or that defects in the content or in the performance of the servers will be corrected.
4. UpToDate does not warrant or make any representation regarding the use or the results of the use of the content (including the related documentation) or the servers in terms of their correctness, accuracy, reliability, or otherwise. should the content prove defective, you assume the entire cost of all necessary servicing, repair, or correction.
5. UpToDate expressly disclaims any warranties, written or oral, express, or implied, including with respect to merchantability, fitness for a particular purpose, title or noninfringement with respect to the content or the servers.
6. The content may be provided with third party plug-ins or other third-party software or content, or the content may be provided as a plug-in for, or otherwise in association with, third party software. use of any such third-party software/content will be governed by the applicable license agreement, if any, with such third party. UpToDate is not responsible for any third party software/content and will have no liability of any kind for your use of such third party software/content and makes no warranty of any kind with respect to such third party software/content.
7. No salesperson or other representative of any party involved in the distribution of the content is authorized to make any warranties with respect to the content or the servers beyond those contained in this agreement. Oral statements do not constitute warranties, shall not be relied upon by you, and are not a part of this agreement.
8. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions might not apply to you, and you may have other legal rights related to this agreement that may vary from jurisdiction to jurisdiction.

10. Limitation of liability. Under no circumstances, including negligence, will UpToDate, or any other party involved in the creation, production, promotion, or marketing of the content or the servers, be liable for personal injury or any incidental, special, indirect, reliance, punitive or consequential damages whatsoever, including without limitation for loss of data, corruption, failure to transmit or receive any data, business interruption, loss of use, loss of revenue, loss of profits or any other commercial damages or losses, arising out of or relating to this agreement or the content or the servers, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if UpToDate or such other party has been advised of the possibility of such damages. some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. In no event will the total liability of UpToDate or its licensors for any and all damages exceed the amount of the license fees paid by you for the content for the current term of this agreement. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

11. Fees and Payments. If accessing the Content through a personal subscription, you agree to pay all fees, and all charges incurred for the Content in connection with your username and password at the rates in effect when incurred. Fees and charges will be billed to the credit card that you designate during the registration process. By accessing the Website and/or Content and providing a credit card number you agree that you will pay the fee charged for access and warrant that you are the person authorized to incur charges on the charge card. You are responsible for any applicable taxes relating to your use of the Website and/or Content. If you wish to change the credit card to which UpToDate bills for the Content, you may call UpToDate at the number listed for Customer Service at the UpToDate web site. Credit card information is retained in UpToDate’s database in encrypted format. It is transmitted (in encrypted format) to a credit card clearinghouse for submission to the member’s bank for payment. UpToDate cannot ensure or warrant the security of any information you transmit, and you do so at your own risk. UpToDate shall not be liable for any amounts billed to your credit card by a third party.

12. Beta Release Versions. In the event that the Content is identified as a beta release version (“Beta Version”), the terms of this paragraph will apply as applicable in addition to or in lieu of the other terms of this agreement. Your license to use the Beta Version expires at the end of the period indicated by the Content, or if no such period is indicated, 120 days after installation. The Beta Version may cease to function. The Beta Version may contain more, fewer, or different features than are contained in the commercial release corresponding to the Beta Version that UpToDate intends to or does distribute. UpToDate reserves the right at any time to withhold the release of a commercial version corresponding to the Beta Version, or if UpToDate does release such a commercial version, to alter any of the features, specifications, capabilities, functions, licensing terms, release dates, general availability, or other characteristics of such commercial version. You understand that the Beta Version is not suitable for production use and may contain errors affecting its proper operation.

13. Master License Agreement. If your access to the Website and/or Content is pursuant to a Master License Agreement, your use may be governed by certain provisions in the Master License Agreement. If you have been granted access to the Website and/or Content pursuant to a Master License Agreement, in the event of any direct conflict between a term in the Master License Agreement and this agreement, the term in the Master License agreement shall control.

14. General. If for any reason any provision of this agreement is determined to be invalid or unenforceable under any statute or rule of law by a court of competent jurisdiction, such provision shall be interpreted in order to give effect to such provision to the maximum extent permitted by law, and the remaining provisions shall continue in full force and effect. Neither failure nor delay on the part of UpToDate to exercise any right, remedy, power, or privilege hereunder nor course of dealing between the parties shall operate as a waiver thereof, or of the exercise of any other right, remedy, power, or privilege. No term of this agreement shall be deemed waived by UpToDate, and no breach consented to, unless such waiver or consent shall be in writing and signed by an authorized representative of UpToDate. No waiver of any rights or consent to any breach shall constitute a waiver of any other rights or consent to any other breach. This agreement shall be deemed to be made in the State of Ohio and shall in all respects be interpreted, construed, and governed by and in accordance with the laws of the State of Ohio applicable to contracts executed and to be wholly performed therein, and without regard to its conflicts of laws principles. You irrevocably submit to the jurisdiction of the state and federal courts sitting in Cuyahoga or Summit County, Ohio, and any action or proceeding arising out of this agreement will be heard and determined in such court. This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Each of the Content and the Servers is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users (A) only as Commercial Items and (B) with only those rights as are granted to all other end users pursuant to the terms and conditions of this agreement. Subject to any Master License Agreement, as applicable, this agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all other communications relating to the subject matter hereof. No amendment or modification of any provision of this agreement will be effective unless set forth in a document that purports to amend this agreement and that both parties accept in writing. This agreement is personal to you and you may not assign your rights or obligations to anyone.