MEDIWARE INFORMATION SYSTEMS, INC.
ONLINE TRAINING TERMS AND CONDITIONS
PLEASE READ THESE MEDIWARE INFORMATION SYSTEMS, INC. (“MEDIWARE”) ONLINE TRAINING TERMS AND CONDITIONS (“MEDIWARE TERMS”) CAREFULLY. BY ACCESSING THE MEDIWARE ONLINE TRAINING OR OTHER MEDIWARE MATERIALS (“Mediware Content”), YOU AGREE TO BE BOUND BY THESE MEDIWARE TERMS INCLUDING WITHOUT LIMITATION THE CONTENT LICENSE HEREIN CONTAINED. NOTHING CONTAINED IN THESE MEDIWARE TERMS OR OTHERWISE SHALL BE DEEMED TO CONSTITUTE A REPRESENTATION, GUARANTEE, OR PROMISE THAT A PARTICULAR RESULT WILL BE PRODUCED DUE TO MEDIWARE TRAINING OR YOUR USE OF THE MEDIWARE CONTENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT NEGOTIATED AND SIGNED BY YOU. YOU MAY DOWNLOAD AND PRINT A COPY OF THESE MEDIWARE TERMS. MEDIWARE RESERVES THE RIGHT TO CHANGE THE TERMS OF USE POSTED FROM TIME TO TIME AT ITS SOLE DISCRETION, AND WILL PROVIDE NOTICE OF MATERIAL CHANGES ON THE SITE. YOUR CONTINUED USE OF THE SITE OR MEDIWARE CONTENT ACCESSIBLE THROUGH IT, AFTER SUCH NOTICE HAS BEEN POSTED CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. YOUR USE OF THE MEDIWARE ONLINE TRAINING AND MEDIWARE CONTENT WILL BE SUBJECT TO THE MOST CURRENT VERSION OF THE MEDIWARE TERMS ON THE SITE AT THE TIME OF SUCH USE. IF YOU BREACH ANY OF MEDIWARE TERMS, YOUR AUTHORIZATION TO USE THIS SITE AND THE MEDIWARE CONTENT AUTOMATICALLY TERMINATES, AND ANY MEDIWARE CONTENT DOWNLOADED OR PRINTED FROM THE SITE IN VIOLATION OF THE MEDIWARE TERMS MUST BE IMMEDIATELY DESTROYED.
1. Mediware Online Training Services. These terms apply to the Mediware online training or Mediware Content offered by Mediware. Access to or use of Mediware Online Training or Mediware Content constitutes your agreement with these Mediware Terms.
2. Mediware Service Delivery and Requirements. Mediware provides Mediware Online Training or Mediware Content via a third party and access to and use of the above resources is subject to any third party terms of use provided by such third party.
3. Ownership and Proprietary Rights; License. The Mediware Content including, without limitation, its component guided instruction, tutorials, and quiz slides as well as all other documentation, materials, files and presentation slides (and their selection and arrangement) is the property of Mediware or its licensors and is protected by copyright and other intellectual property laws and also may be protected by components that protect digital information. The Mediware Content may be viewed, printed and displayed for your personal, informational, and non-commercial use only in accordance with the terms of this agreement and the written master terms and conditions between Mediware and your employer. Except as expressly provided for in the foregoing sentence, you may not modify, publish, transmit (including but not limited to, by way of e-mail, facsimile, or other electronic means), frame, sublicense, assign, display, participate in the transfer or sale of, rent, lease, loan, create derivative works based on, or in any other way exploit any of the Mediware Content, including but not limited to sharing with others in the same organization without the express prior written consent of Mediware or its licensor, which may be withheld for any reason. Any permitted copies of the Mediware Content must retain the copyrighted notice and any other proprietary notices contained in such materials. You may not use any of the materials contained in the Mediware Content in any manner that may give a false or misleading impression or statement as to Mediware or any third party referenced in the Mediware Content. You further acknowledge and agree that all copyrights, patents, trade secrets, concepts, techniques or other intellectual property rights associated with any ideas, concepts, creations, designs, engineering details, techniques, inventions, processes, works of authorship, course materials, documentation, and Mediware Content developed, created, or used by Mediware or its personnel in connection with Mediware Online Training are and shall remain the sole and exclusive property of Mediware and/or its Licensor and are proprietary information of those parties. Mediware reserves all rights not expressly granted to you. Except as otherwise provided by law, you may not reverse engineer, disassemble, decompile, or translate the Mediware Content, or otherwise attempt to derive the source code of any Mediware or other software which may be related to the Mediware Content. No right, title, or interest in or to any trademarks, service marks, or trade names of Mediware or Mediware’s licensors is granted hereunder and any use thereof will inure solely to the benefit of Mediware and/or Mediware’s licensors. Nothing herein shall be construed as conferring any license under Mediware’ intellectual property rights, whether by estoppel, implication or otherwise. All software, including without limitation Mediware software, required by you in connection with the use of the Mediware Content is licensed pursuant to the terms and conditions set forth in the software license agreement between your organization and Mediware.
4. Submissions, User Comments, Feedback. If you submit, post or otherwise send us any information, content or materials including, without limitation, comments, reviews, data, text, messages, files, images, photographs, videos, audiovisual works, postings, your and/or other persons' names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and any other materials, as well as links to any of the above (collectively, “Submissions”), Mediware (and our licensees, distributors, agents, representatives and other authorized users) shall be entitled to unrestricted use of such Submissions for any purpose whatsoever, commercial or otherwise, without the requirement of any further permission from or payment to you or to any other person or entity, including without limitation for inclusion in any future product, with no compensation to you. No Submission shall be subject to any obligation of confidentiality on our part and Mediware shall not be liable for any use or disclosure of any Submission. Without limiting the foregoing, you hereby grant Mediware (and our licensees, distributors, agents, representatives and other authorized users), without the requirement of any permission from or payment to you or to any other person or entity, a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable worldwide license to use, re-use, reproduce, transmit, print, publish, display, exhibit, distribute, re-distribute, copy, host, store, cache, archive, index, categorize, comment on, broadcast, stream, edit, alter, modify, adapt, translate, create derivative works based upon and publicly perform such Submissions, in whole or in part, in all media formats and channels now known or hereafter devised, for any and all purposes including, without limitation, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to you and with or without attribution (the "Submissions License"). You agree that any Submissions you make are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way. To the extent any "moral rights," "ancillary rights," or similar rights in or to the Submissions exist and are not exclusively owned by us, you agree not to enforce any such rights as to Mediware or our licensees, distributors, agents, representatives and other authorized users, and you shall procure the same agreement not to enforce from any others who may possess such rights.
5. Limited Warranty; Disclaimer. MEDIWARE EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES. MEDIWARE IS PROVIDING THE MEDIWARE ONLINE TRAINING AND MEDIWARE CONTENT ON AN “AS IS” OR AS AVAILABLE BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS WHATSOEVER, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DOES NOT PROVIDE WARRANTIES WITH RESPECT TO YOUR USE OF OR ACCESS TO THE MEDIWARE CONTENT. MEDIWARE CANNOT AND DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH THE SERVICE, OR THE SITE ITSELF. MEDIWARE ASSUMES NO RESPONSIBILITY FOR THE QUALITY, UTILITY, ACCURACY OR SECURITY OF THE MEDIWARE ONLINE TRAINING, OR MEDIWARE CONTENT OR USEFULNESS OF THE SAME FOR ANY PURPOSE. MEDIWARE DOES NOT GUARANTEE NETWORK SECURITY. MEDIWARE ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THE SECURITY OF YOUR ELECTRONIC ENVIRONMENT. THE OBLIGATIONS AND LIABILITIES OF MEDIWARE AND ITS LICENSOR AS SET FORTH HEREIN ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER OBLIGATIONS, LIABILITIES AND REMEDIES, EXPRESS OR IMPLIED, INCLUDING ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY (COLLECTIVELY, “CLAIMS”) IN TORT, CONTRACT, STATUTE, OR OTHERWISE WHETHER OR NOT ARISING FROM NEGLIGENCE OF MEDIWARE OR ITS AFFILIATES, ACTUAL OR IMPUTED. MEDIWARE SHALL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY ANY THIRD PARTY VENDORS IDENTIFIED BYMEDIWARE.
6. Indemnification. You agree to indemnify and hold Mediware and its affiliates, officers, agents, consultants and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post to, or transmit through the Mediware Online Training Site, your use of the site, your connection to the site, your violation of the Mediware Terms, or your violation of any rights of another person or entity.
7. Limitation of Liability. MEDIWARE, OUR AFFILIATES, OR SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, OR IN CONNECTION WITH THE ACCESS OR USE OF THE MEDIWARE ONLINE TRAINING SITE, MEDIWARE CONTENT OR ANY OTHER INFORMATION YOU OBTAIN FROM THE SITE OR THE INABILITY TO ACCESS OR USE THE SAME. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF MEDIWARE KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, MEDIWARE AND OUR SUPPLIERS’ LIABILITY IN SUCH STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. NEITHER MEDIWARE NOR OUR AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR DISTRIBUTORS SHALL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR PART BY ITS NEGLIGENCE OR CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE SERVICE AND ANY NEWS AND INFORMATION THROUGH THE SITE. IN NO EVENT WILL WE AND OUR AFFILIATES, AGENTS, LICENSORS, SUPPLIERS AND DISTRIBUTORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH NEWS AND INFORMATION OR FOR ANY CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Force Majeure; Excused Performance. Mediware shall not be liable in any way for any delays in, or any failure of, services performed hereunder due to any wrongful or negligent act or omission of you or your employees and agents. Neither party shall be liable or deemed in default for any delay in performance under this Services Agreement resulting directly or indirectly from acts of God, war, insurrection, national emergency, fires, storms, labor disputes, acts of vandals or hackers, acts of civil or military authority or any other cause beyond the reasonable control of such party.
9. Miscellaneous. These Mediware Terms shall be governed in accordance with the laws of the state of Illinois and you expressly agree that exclusive jurisdiction for any claim or dispute with Mediware or relating in any way to the training in the federal courts in Cook County Illinois. No other terms and conditions shall be included or implied unless agreed in writing by an authorized representative of the parties. The rights of Mediware and your obligations under the Mediware Terms shall inure to the benefit of Mediware’s assignees, licensors, and licensees. These Mediware Terms are not assignable or transferable in whole or in part by you without the prior written consent of Mediware, which consent shall not be unreasonably withheld. The provisions of these Mediware Terms are severable and if any one or more of the provisions hereof are judicially determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions of these Mediware Terms shall be binding. A waiver of any section of these Mediware Terms does not constitute a waiver of the whole Mediware Terms. Except as otherwise specifically provided, all notices given pursuant to these Mediware Terms shall be in writing sent by certified or registered mail (return receipt requested), overnight express services or by facsimile. All such notices shall be directed to you or Mediware at the address set forth herein unless either party notifies the other in writing of a new address.
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