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This
Agreement sets forth the terms and conditions applicable to Customer's
access to, and use of, the BNA publications listed on the Order Form
(referred to as "Publication(s)"), including all databases,
software, and/or materials contained within the Publication(s) and
accompanying documentation and/or manuals. Access
to and/or use of the Publication(s) will constitute acceptance of all
terms and conditions. If you do not agree with the terms and conditions
stated herein, immediately contact BNA Books to
discontinue access, by telephone: (703)341-5763, or by e-mail: books@bna.com.] 1.
License.
Customer has purchased the type of license specified in the Order Form.
BNA grants to Customer a non-exclusive, non-transferable, limited
right to access and use the Publication(s) according to the terms and
conditions of this Agreement. This license shall be effective during the
term of Customer's subscription to the Publication(s) as set forth on
the Order Form. Customer is solely responsible for selecting,
purchasing, installing and maintaining the equipment and other software
necessary to use the Publication(s). 2.
Customer.
The term "Customer" shall include all individual end users
authorized to have access to the Publication(s). The terms and
conditions of this Agreement shall apply to each such authorized end
user. BNA reserves the right to require that Customer identify to BNA,
in writing, the names and addresses of each such end user. a.
If
applicable, the number of end users and/or locations must not exceed the
maximum number of users and/locations specified on the Order Form. b.
Users
must be employees of Customer. Use by third parties, including
consultants, contractors, subcontractors, is not permitted unless
authorized by BNA or otherwise authorized under an information provider
agreement. Customer agrees to be fully responsible for any breach of
this Agreement by such third parties. 3.
Payment.
Unless paying online by credit card, Customer will be billed at the
beginning of the subscription term and an invoice will be sent by BNA
Books to one (1) designated billing
address. If Customer increases the number of authorized end users after
the initial license is issued, additional license fees for such end
users will be invoiced at the prices in effect at the time of the
change, on a pro rated basis over the remainder of the current
subscription term. a.
Within
sixty (60) days after signing this Agreement, Customer must notify BNA
of existing BNA subscriptions that need to be canceled as a result of
this Agreement. If timely notice is given, payments made on the
unfulfilled portion of these subscriptions will be applied to amounts
owed under this Agreement. b.
All
subscription fees listed on the Order Form are exclusive of taxes and
charges for replication, telecommunication, software and hardware. It is
the responsibility of the Customer to promptly provide BNA with the
number of users by location, including street address, and, if
applicable (e.g., enterprise licenses), to complete the Sales Tax
Worksheet. Where such "ship to/user" locations are provided
and an allocation can be reasonably determined, sales tax will be based
on the pro rated share of the total invoice attributable to each
location. Absent specific "ship to/user" locations, BNA will
calculate the sales tax based on the billing address of the Customer. If
BNA is required to collect any sales or other taxes as a result of this
Agreement (excluding taxes based on BNA's income), such taxes will be
billed to Customer and Customer shall promptly reimburse BNA for such
payment. c.
Payment
is due to BNA within thirty (30) days of the invoice date. After thirty
(30) days, interest will be assessed at the rate of 1% per month. BNA
also may immediately terminate Customer's access to the Publications
without further notice if payment, or written notice of a payment
dispute, is not received by BNA within sixty (60) days of the invoice
date. 4.
Renewals.
BNA reserves the right to revise its renewal prices at any time and
without notice. Customer's payment of the renewal invoice will
constitute acceptance of the renewal price and subscription, which will
continue to be governed by the terms of this Agreement. The conditions
of payment described in section 3 shall apply to payment of renewal
invoices. 5.
Copyright.
The Publication(s) contains proprietary material of BNA that is
protected by copyright and other laws respecting proprietary rights. The
Publication(s) also may contain similarly protected licensed proprietary
material of NextPage, American Medical Association or other suppliers
("Licensors"). BNA retains all rights in the Publication(s),
including (without limitation) all copyright and other proprietary
rights worldwide in all media. Customer may not use the Publication(s)
except as expressly permitted under this Agreement, the BNA Copyright
Guidelines, and under U.S. copyright laws. Any routine and/or systematic
redistribution of any portion of the Publication(s) is expressly
prohibited. On or before the subscription start date, Customer agrees to
make the BNA Copyright Guidelines (substitute
URL for Books’ copyright statement) available to all users
within the organization. Customer may either distribute the Guidelines
in print form or may provide end users with a link to the Guidelines.
BNA reserves the right to revise the BNA Copyright Guidelines at any
time. a.
Authorized
end users may access the Publication(s) for their individual use, i.e.,
may view the Publication(s) on screen; may download or save the
Publication(s) to a computer disk for individual convenience and later
reference; and may print paper copies for individual use only. If BNA is
properly credited, authorized end users may, on an occasional basis,
reproduce and use small portions of material in the Publication(s) for
internal or interoffice use, distribution to clients, client memoranda
and court filings. Unless otherwise authorized by BNA, any routine or
systematic distribution of any portion of the Publications(s) is
strictly prohibited. b.
The rights
granted here are an expansion of the rights granted under the Copyright
Act and do not include any rights to reproduce in its entirety any
portion of the Publication(s) or materials contained therein. No part of
the Publication(s) may be duplicated in any medium or format beyond the
express terms of this Agreement without prior written authorization from
BNA Books, 1231 25th St., N.W., Washington, D.C. 20037, Attention:
Permissions Administrator (e-mail:
pkavanakudy@bna.com). Any use not authorized by the Agreement is
prohibited and is not a fair use under the U.S. copyright law. c.
Customer
acknowledges that the Publication(s) (and the licensed materials
contained therein) is highly proprietary in nature and that unauthorized
copying, transfer or use may cause BNA or its Licensors irreparable
injury that cannot be adequately compensated for by means of monetary
damages. Customer agrees that any breach of this Agreement by Customer,
or any subscriber or end user, may be enforced by BNA by means of
equitable relief (including, but not limited to, injunctive relief) in
addition to any other available rights and remedies. 6.
Restrictions.
a.
Customer
may not and may not permit others to: reproduce, publish, distribute,
sell, or otherwise access or use any material retrieved from or
contained in the Publication(s) in any manner whatsoever that may
infringe any copyright or proprietary interest of BNA or its Licensors;
distribute the information contained in the Publication(s) to other
users not duly authorized to receive the Publication(s); distribute,
rent, sublicense, lease, transfer or assign the Publication(s) or
Agreement; decompile, disassemble, or otherwise reverse-engineer this
Publication(s), or alter, translate, modify, or adapt it to create
derivative works. The use of "framing" or other means of
redirecting content is specifically prohibited by the foregoing.
Unauthorized reproduction, transfer, and/or use may be a violation of
criminal as well as civil law. b.
Customer
is expressly prohibited from placing or installing any portion of the
Publication(s) on any electronic media, including, but not limited to,
local or wide area networks, timesharing services, multiple processing
units, multiple site arrangements, service or software rental bureaus,
list servers, online services, electronic bulletin boards or forums,
World Wide Web sites or any other server that is Internet-enabled,
without written authorization by BNA. c.
Customer
agrees to keep the terms of this Agreement strictly confidential and
agrees to not disclose, either directly or indirectly, the terms of this
Agreement. d.
If
Customer breaches any provision of this Agreement, BNA may immediately
terminate this Agreement and all licenses granted hereunder without
prior notice and in addition to any other available rights and remedies.
7.
Limited
Warranty.
a.
While BNA attempts to include accurate information in the
Publication(s), occasional errors or omissions in content may occur. BNA
will make reasonable efforts to correct these errors or omissions, but
can make no representation regarding the accuracy of information
provided. EXCEPT AS SPECIFICALLY PROVIDED ABOVE, THE PUBLICATION IS
PROVIDED TO THE CUSTOMER "AS IS." BNA AND LICENSORS MAKE NO
OTHER WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED. BNA DOES
NOT WARRANT THE ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PUBLICATION
OR THE INFORMATION IT CONTAINS. BNA DOES NOT WARRANT THAT THE
PUBLICATION IS ERROR-FREE IN CONTENT. BNA SHALL NOT BE LIABLE TO
CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGE CAUSED IN ANY PART
BY CUSTOMER'S USE OF THE PUBLICATION, CUSTOMER'S RELIANCE ON THE
INFORMATION CONTAINED IN THE PUBLICATION OR BNA'S SUPPORT PUBLICATION(S),
OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR
SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED
WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE
ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
8.
Government
Customers.
U.S. Government rights to use, modify, reproduce, release, perform,
display, or disclose these technical data and/or computer data bases
and/or computer software and/or computer software documentation are
subject to the limited rights restrictions of DFARS 252.227-7015(b)(2)
(June 1995) and/or subject to the restrictions of DFARS 227.7202-1(a)
(June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable for U.S.
Department of Defense procurements and the limited rights restrictions
of FAR 52.227-14 (June 1987) and/or subject to the restricted rights
provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987),
as applicable, and any applicable agency FAR Supplements, for
non-Department of Defense Federal procurements. [Again, this
could be deleted to end. The Publication(s) may contain CPT or other
information which is commercial technical data and/or computer data
bases and/or commercial computer software and/or commercial computer
software documentation, as applicable, which were developed exclusively
at private expense by the American Medical Association, 515 North State
Street, Chicago, Illinois 60610, or other Licensor.] 9.
Additional
Matters.
If any part of this Agreement is declared void, this Agreement shall to
the maximum practicable extent be construed without reference to that
part. Customer may not assign or sublicense this Agreement without BNA's
prior written consent. This Agreement constitutes the entire agreement
between the parties with respect to its subject matter and may not be
modified or amended except by the express agreement of both BNA and
Customer. This Agreement shall be governed by the laws of the District
of Columbia, including the Uniform Commercial Code as adopted by the
District of Columbia, as they apply to agreements executed and fully to
be performed in District of Columbia (that is, without reference to
District of Columbia choice of law provisions). No term or provision of
the Agreement shall be waived unless in writing and signed by the party
waiving the provision, and any waiver shall apply only to the specific
event or situation which it describes and shall not be continuing. *** |
