The Subscriber Agreement
Copyrights and Limitations on the use of The Teaching Book
The following provisions govern the use by Subscriber of the ‘scripts from Pritchett & Hull application (“’SCRIPTS ”). By becoming a Subscriber or DEMO Subscriber, logging on to the ‘SCRIPTS website using the user name and password provided by Pritchett & Hull Associates, Inc., and using ‘SCRIPTS, Subscriber agrees to be bound by all of the terms in this Agreement.
Pritchett & Hull Associates, Inc. (“P&H”) is a publisher providing patient education information to our subscribers. By becoming a subscriber, completing the online registration process and clicking the “Submit” button, and using ‘SCRIPTS, you are indicating that you agree to be bound by all of the terms in this Subscriber Agreement (the “Agreement”).
P&H grants to the Subscriber a non-transferable, non-exclusive right and revocable license (i) to use ‘SCRIPTS demo according to the terms and conditions set forth in this Agreement, except for the PAYMENT AND TERMS section, and (ii) to use the ‘SCRIPTS-related documents and materials provided by P&H (“Documentation”) solely for purposes of supporting Subscriber’s use of ‘SCRIPTS demo. ‘SCRIPTS demo shall only be accessed by Subscriber and you agree that ‘SCRIPTS demo may only be used in connection with the review of ‘SCRIPTS for the potential license of the Application for Subscriber. Subscriber shall not allow any unauthorized use of or access to the ‘SCRIPTS application, the patient education materials derived from ‘SCRIPTS or the Documentation. No other use of ‘SCRIPTS is authorized. Subscriber may not reverse engineer, disassemble or de-compile the programs or in any way attempt to discover or reproduce the codes, techniques, formats, concept, methods, ideas and information contained in or used to create the programs included in ‘SCRIPTS.
This DEMO does not constitute the sale of ‘SCRIPTS or any copies thereof. Upon expiration or termination of this DEMO, Subscriber shall have no further right to use or incorporate any content from ‘SCRIPTS in any manner whatsoever including, but not limited to, in any future health services or products it uses, creates or sells.
P&H grants to the Subscriber a non-transferable, non-exclusive right and revocable license (i) to use ‘SCRIPTS according to the terms and conditions set forth in this Agreement, and (ii) to use the ‘SCRIPTS-related documents and materials provided by P&H (“Documentation”) solely for purposes of supporting Subscriber’s use of ‘SCRIPTS. ‘SCRIPTS shall only be accessed by those Users employed by Subscriber, and Subscriber agrees to instruct its Users that ‘SCRIPTS may only be used in connection with the Users’ work for Subscriber. Subscriber shall not allow any unauthorized use of or access to the ‘SCRIPTS application, the patient education materials derived from ‘SCRIPTS, or the Documentation. No other use of ‘SCRIPTS is authorized. Subscriber may not reverse engineer, disassemble or de-compile the programs or in any way attempt to discover or reproduce the codes, techniques, formats, concept, methods, ideas and information contained in or used to create the programs included in ‘SCRIPTS.
USE OF SUBSCRIBER INFORMATION
By entering into this Agreement, you also are agreeing that P&H may store the information you provided as part of the registration process and use aggregate statistical information about our users in marketing our services, and to protect the security or integrity of ‘SCRIPTS. No one other than P&H or its employees, consultants or advisors will receive your name, address, phone number, e-mail address, or other specific personal identifying information without your express prior consent, unless required by law.
You also agree and authorize that P&H may use the information you provide to contact you via email or online postings in order to: fulfill and to respond to your requests for information or services, and to inform you about new features, functionality, modules or options related to ‘SCRIPTS. You may choose not to receive such information and/or to permit us to use your information in this manner by simply notifying us at Pritchett & Hull Assoc., Inc. (by mail) at 3440 Oakcliff Road, Suite 126, Atlanta, GA 30340, (by phone) at 1(800) 241-4925, (by FAX) at 1(800) 752-0510 or (by email) at firstname.lastname@example.org.
COPYRIGHTS AND LIMITATIONS ON USE
The information available through ‘SCRIPTS and all other intellectual property rights in the programs and data are the property of P&H and are protected by copyright and other intellectual property laws. Except as expressly granted by this Agreement, Subscriber acquires no right, title, or license in the content or data incorporated in the ‘SCRIPTS application. P&H may at any time exercise editorial control over any content distributed through ‘SCRIPTS. This Agreement does not constitute the sale of ‘SCRIPTS or any copies thereof.
The information available through ‘SCRIPTS is intended for printing from a personal computer and distribution to patients and their families for the sole purpose of education about medical conditions, diagnoses, treatments, and self-care. ‘SCRIPTS information may not otherwise be edited, modified, translated to a foreign language, reproduced, retransmitted, stored, distributed, sublicensed, disseminated, sold, published, broadcast or circulated in any medium to anyone, including but not limited to others in the same company or organization, without the express prior written permission of P&H, except as otherwise expressly permitted under fair use provisions of U.S. Copyright Law. Upon expiration or termination of this Agreement, Subscriber shall have no further right to use or incorporate any content from ‘SCRIPTS in any manner whatsoever including, but not limited to, in any future health services or products it creates or sells.
PAYMENTS AND TERM
Subscriber shall pay P&H the Annual Subscription Fee (“Fee”) in consideration for the initial one-year Term (as defined below). The Fee shall due and payable at time of Subscription. Upon receipt of the Fee, P&H will deliver to Subscriber, Subscriber’s site-admin username and site-admin password.
In the event of an addition or change in the designated Modules under license or a change in the number of beds, user sites, clinicians or visits, the parties shall execute an addendum to this Agreement incorporating said additions or changes. If the fee payable to P&H increases due to any such change, Subscriber shall pay the pro rata portion of such increase that relates to the remaining portion of the current annual subscript period. In no event, shall the fee payable to P&H be reduced.
The annual subscription period (“Term”) of this Agreement shall begin on the Effective Start Date specified in the purchase invoice and shall terminate one (1) year after the Effective Start Date. Thereafter, this Agreement shall renew annually for periods of one (1) year each at the then current price designated by P&H, unless either party gives written notice of its intent not to renew this Agreement at least sixty (60) days prior to the end of the then current Term. P&H shall invoice Subscriber annually thirty (30) days prior to the expiration of each Term at the then-current price specified by P&H in consideration for each one-year renewal period. As used herein, “Term” shall include any extension of the Term made in accordance with this paragraph.
DISCLAIMER OF WARRANTIES AND LIABILITY
P&H expressly states, and Subscriber hereby acknowledges, that ‘SCRIPTS is in no case to be used as a substitute for professional medical advice nor is it intended to be relied upon by any person or entity for purposes of medical diagnosis or treatment. P&H shall use commercially reasonable efforts to ensure the accuracy of the information it furnishes in ‘SCRIPTS, but does not guarantee the sequence, accuracy, or completeness of such information and shall not be liable in any way to Subscriber, its customers or anyone else to whom the information or content may be furnished, for any delays, inaccuracies, unavailability, errors or omissions. P&H shall have no liability for any claim based upon the use or combination of ‘SCRIPTS with other information or content or upon the use of anything other than a current, unaltered release of ‘SCRIPTS.
‘SCRIPTS IS PROVIDED TO SUBSCRIBER “AS-IS” AND P&H AND ITS AFFILIATES, AGENTS, SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN RELATION TO ‘SCRIPTS OR ITS USE BY SUBSCRIBER, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL P&H, ITS AFFILIATES, AGENTS, SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY. Notwithstanding anything to the contrary, the aggregate and cumulative liability of P&H and suppliers for direct and proven damages hereunder shall in no event exceed the amount of Fees paid by Subscriber under this Agreement during the twelve (12) months immediately prior to the date on which the alleged damages were claimed to have been incurred, regardless of the form of action or claim. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts.
SYSTEMS MAINTENANCE, RELIABILITY AND FORCE MAJEURE
P&H will make every effort to keep ‘SCRIPTS available 24 hours a day, seven (7) days a week and to maintain saved ‘SCRIPTS User and folder information. However, due to routine maintenance, technical failures, acts of God, or network outages beyond P&H’s control, Subscriber’s access to ‘SCRIPTS may be limited and/or information may be lost. P&H shall not be liable for lost information or non-availability of services.
Except as to payment obligations, neither party shall be liable or considered in default under this Agreement when the delay of performance is caused by circumstances beyond its reasonable control and occurring without its fault or negligence, including failure of suppliers, subcontractors, and carriers, acts of civil or military authorities, national emergencies, fire, flood, acts of God, insurrection, and war, provided the party relying upon this provision immediately provides notice thereof to the other party and does everything reasonably possible to resume its performance hereunder.
This Subscriber Agreement shall be construed and governed in accordance with the laws of the State of Georgia.
Either party may terminate this Agreement and the licenses granted hereunder for the material breach of any provision by the other party if such material breach remains uncured for thirty (30) days after receipt of written notice of such breach from the non-breaching party. Such termination right shall be in addition to any other rights and remedies that may be available to the non-breaching party. Upon expiration or termination of the license granted to Subscriber, Subscriber and all of its Users shall immediately cease using ‘SCRIPTS and its Documentation. Upon deletion of a designated User, Subscriber agrees that such User will immediately cease using ‘SCRIPTS and its documentation. Subscriber agrees to return to P&H any copies of ‘SCRIPTS and the Documentation within five (5) days of the date of termination.
This Agreement, together with any attached exhibits, constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party. No other act, document, usage or custom shall be deemed to amend or modify this Agreement. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for nonpayment or breach of P&H’s proprietary rights in ‘SCRIPTS or its Documentation, no action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action has accrued. If any legal action is necessary to enforce or interpret this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees and costs in addition to any other relief to which that party may be entitled. This Agreement and performance shall be governed by and construed in accordance with the laws of the State of Georgia (excluding any conflict of law or choice of law rules which might lead to the application of the internal laws of another jurisdiction), and venue for any proceedings in connection with this Agreement shall be in Dekalb County, Georgia. The rights and obligations contained in the paragraph entitled DISCLAIMER OF WARRANTIES AND LIABILITY shall survive any expiration or termination of this Agreement. This Agreement may be executed in counterparts, and each counterpart when executed and delivered shall constitute a complete and original instrument.
This Agreement may not be assigned or transferred by Subscriber, except in the case of a change in Subscriber’s corporate form, without the prior written consent of P&H, which consent may be withheld in P&H’s sole discretion. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. All notices shall be in writing and shall be deemed given upon (i) the date sent by confirmed facsimile, (ii) on the date it was delivered by courier, or (iii) if by certified mail return receipt requested, on the date received, to the address set forth above and to the attention of the signatories of this Agreement, or to such other address or individual as the parties may specify from time to time by notice to the other party.
During the term of this Agreement and for a period of 5 years from its termination date, both Subscriber and P&H agree to keep all information about this Agreement confidential. Subscriber agrees that access to ‘SCRIPTS through its site identification name and password shall be held in confidence and not disclosed publicly. Failure to do so will constitute a material breach of this Subscriber Agreement.
P&H agrees to comply with the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. § 1320 d (“HIPAA”) and any current and/or future regulations promulgated there under. P&H agrees to not use or further disclose any Protected Health Information or Individually Identifiable Health Information, other than as permitted by HIPAA Requirements and the terms of this Agreement.