PDF & eSubscription Site License Agreement and User Terms and Conditions

License Agreement

This License Agreement (this “License”) is entered into as of date of received payment (the “Effective Date”) by and between Association for the Advancement of Medical Instrumentation, a Virginia nonprofit corporation, having its principal place of business at 4301 N. Fairfax Drive, Suite 301, Arlington, VA 22203 (“AAMI”) and purchaser of an AAMI individual or enterprise eSubscription.

The parties agree as follows:

1. License Grant
AAMI hereby grants LICENSEE a nonexclusive, revocable, nontransferable license to install, access and use the Licensed Materials (as defined below) according to the terms and conditions set forth in this License Agreement.

2. Definitions

(a) Licensed Materials: 1) One year eSubscription access to an individual or enterprise eSubscription as indicated on invoice to a specific collection or to all available standards and technical documents.

(b) Named Users are specific staff who can access the site. This option is best for a single facility or specialized unit. Set users are provided unique usernames and passwords.

(c) Concurrent Users are a set number of users who can access the site at the same time. However, the organization can make the site available to an unlimited number of staff. Many organizations determine the number of Concurrent Users based on the number of sites and staff. Concurrent user accounts can be set-up with either named access or IP address. For named access, the primary administrator will receive a generic username and password but when users access the site, they will be prompted to create a unique username and password. Primary administrators have control in adding and removing individuals. The use of eSubscription can be limited to site premises through IP access. Based on IP addresses provided, organizations will receive a unique URL. Like named access, users will be prompted to create a username and password.

(d) The Primary Administrator is the contact with AAMI and with users in your organization. Once an account is activated, the primary administrator will have access to a portal to review the organization’s usage and other key data. Depending on the site access type chosen, the primary administrator may also have the ability to add or remove users.

3.Ownership
The Licensed Materials are owned by AAMI and are protected by federal copyright and trademark laws and applicable international authorities. LICENSEE acknowledges that its use of or access to the Licensed Materials dos not confer on it any ownership rights or other proprietary interest therein. LICENSEE shall provide all End Users with appropriate notice of the terms and conditions under which access to the Licensed Materials is granted under this License Agreement, including any limitations on access or use of the Licensed Materials as set forth in this License Agreement.

4. Permitted Uses

(a) LICENSEE may not download, install, the Licensed Materials on an organizational or private Network nor can copies be created and distributed. Concurrent online access to the Content is limited to End Users access or workstations access only within the facility.

(b) LICENSEE and its End Users may use the Licensed Materials for LICENSEE’s internal uses only.

(c) Notwithstanding (b) above, LICENSEE and its End Users may download, print and include portions of the Licensed Materials as part of LICENSEE’s submissions to any government or regulatory authority, provided that, as part of its submission, LICENSEE must inform the government or regulatory authority that (i) the portions of the Licensed Materials so used are the copyrighted property of AAMI and may not be used by the government or regulatory authority (except for the limited purpose of responding to Licensee with respect to any such submission) without AAMI’s prior written consent; and (ii) LICENSEE’s inclusion of portions of the Licensed Materials as part of LICENSEE’s submission is not an endorsement of LICENSEE’s products or services by AAMI.

(d) PDFs can only be downloaded and used by the purchaser and cannot be shared, either digitally through a network, email or other means, nor copied and distributed.  If access is needed for multiple users, an eSubscription must be obtained.

5. Unauthorized Uses

(a) LICENSEE shall not permit anyone other than End Users to use the Licensed Materials.

(b) LICENSEE shall not modify, adapt, rent, lease, loan, translate, or create a derivative work of the Licensed Materials or any portion thereof without the prior written permission of AAMI.

(c) LICENSEE shall not modify, remove, or obscure any copyright notices or other notices included in the Licensed Materials.

(d) Except as expressly set forth in this License Agreement, Licensee may not use the Licensed Materials for commercial purposes, including but not limited to sale of the Licensed Materials or bulk reproduction or distribution of the Licensed Materials in any form. In no event shall LICENSEE allow time-sharing, rental or third-party use of the Licensed Materials.

6. Delivery
AAMI shall provide LICENSEE with current versions of the Licensed Materials upon the execution of this License Agreement and payment of the fees set forth in Section 7. AAMI shall deliver electronically (i.e., in .PDF files) to LICENSEE any updates to the Licensed Materials published during the term of this License Agreement, and such updates will be subject to the same terms and conditions as set forth in this License Agreement.

7. Fees
LICENSEE shall pay AAMI a subscription fee as indicated on invoice and upon receipt of payment be for a term one year and may renew this License Agreement.

8. Term
This License Agreement will be for a period of twelve months. Yearly renewals rates will be confirmed in writing by AAMI and AAMI reserves the right to modify the terms of this License Agreement for a renewal period upon sixty (60) days notice to LICENSEE.

9. Termination

(a) Either party may terminate this License Agreement as of the end of any subscription year by providing thirty (30) days notice to the other party.

(b) If either party is in breach of any term in the License Agreement, the other party will send notice of the breach to the breaching party. If the breach is not remedied to the non-breaching party’s reasonable satisfaction within seven (7) business days, and if the parties do not agree to extend the remedy period, then the non-breaching party may terminate this License Agreement effective immediately upon notice to the breaching party. In the event that this License Agreement is terminated due to a breach by LICENSEE, no refund of access fees will be made.

10. Indemnification; Limitations on Liability

(a) AAMI will indemnify and defend LICENSEE, and its directors, officers, agents and employees (“LICENSEE Indemnified Parties”) from and against any and all loss, cost, damage or liability awarded or settled as a result of any claim or cause of action for patent or copyright infringement or misappropriation of a trade secret or other third party intellectual property right (“Infringement Claim”) asserted against any of the LICENSEE Indemnified Parties by virtue of any permitted use of the Licensed Materials. LICENSEE may participate in the defense of any Infringement Claim by counsel of its own choosing, at its sole cost and expense. The LICENSEE Indemnified Party will give AAMI prompt notice of any Infringement Claim, but any delay or failure to give prompt notice will relieve AAMI from its obligations under this Section 10 solely to the extent that AAMI’s ability to defend or the defense thereof is materially prejudiced by said delay or failure.  AAMI shall have the sole right to control and direct the investigation, defense and settlement of each Infringement Claim, and the LICENSEE Indemnified Party will, at AAMI’s expense, reasonably cooperate with AAMI in connection therewith. If any Licensed Materials become, or are likely to become the subject of an Infringement Claim, AAMI shall, at AAMI’s sole option and expense:(A) modify the Licensed Materials to be non-infringing; (B) obtain for the End Users the right to continue using the Licensed Materials, or, if such remedies are not available on a commercially reasonable basis, (C) terminate this License Agreement and refund to LICENSEE that portion of any paid access fees allocable to the remaining term of the license for the Licensed Materials. Notwithstanding the foregoing, AAMI shall have no obligation under this Section for any claim of infringement or misappropriation based on LICENSEE’S or any End User’s improper, illegal or unauthorized use of the Licensed Materials. This Section 10 states AAMI’s entire obligation to LICENSEE and LICENSEE’s sole remedy with respect to any claim of infringement or misappropriation.

(b) LICENSEE will indemnify and defend AAMI, its affiliates, and its and their directors, officers, agents and employees (“AAMI Indemnified Parties”) from and against any and all loss, cost, damage or liability, including reasonable attorney fees and costs, as a result of any breach of this License Agreement by LICENSEE or an End User, including, but not limited to, any claim or cause of action arising out of any improper, illegal or unauthorized use of the Licensed Materials.

(c) THE CUMULATIVE LIABILITY OF AAMI TO LICENSEE FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID TO AAMI BY LICENSEE DURING THE 12 MONTHS PRIOR TO SUCH CLAIM FOR THE LICENSED MATERIAL WHICH CAUSED THE DAMAGE OR WHICH IS THE SUBJECT MATTER OF THE CLAIM. IN NO EVENT WILL AAMI BE LIABLE TO LICENSEE FOR DAMAGES FOR LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF AAMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. THE LIMITATION OF LIABILITY SET FORTH IN THIS SUBSECTION SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

11. Assignment
LICENSEE may not assign or transfer its rights under this License Agreement.

12. Notice
All notices required to be given under this License Agreement shall be in writing and delivered either personally or by U.S. certified mail, return receipt requested, postage prepaid, and addressed as provided in this License Agreement or as otherwise requested by the receiving party. Notices delivered personally shall be effective upon delivery and notices delivered by certified mail shall be effective upon their receipt by the party to whom they are addressed.

13. General
In the event that any of the provisions of this License Agreement are held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this License Agreement otherwise remains in full force and effect. This License Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. The parties hereto consent to the jurisdiction of the courts of Jefferson County, Kentucky and the United States District Court, Jefferson District of Kentucky, at Louisville with respect to any dispute arising out of this Agreement, and hereby waive any objection to the jurisdiction of, or the venue of any action instituted, in such courts. This License Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this License Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver. This License Agreement may be amended or modified only by mutual agreement of the parties in writing. This License Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14. Privacy Policy
We respect your privacy.  Any personal information you provide to us including and similar to your name, address, telephone number and e-mail address will not be released, sold, or rented to any entities or individuals outside of our organization except as noted below.

Our Service Providers
We may share your personal information with companies (including our affiliates) that perform services on our behalf, for example, companies that help process credit card payments. Our service providers are required by contract to protect the confidentiality of the personal information we share with them and to use it only to provide specific services on our behalf.

Business Transfers
Your personal information may be transferred to another entity (either an affiliated entity or an unrelated third party) in connection with a merger, reorganization, dissolution or similar corporate event. If such a transfer were ever to occur, the acquiring entity’s use of your personal information will still be subject to this Privacy Policy.

Government and Legal Disclosures
We may disclose the personal information we collect through this Site, when we, in good faith, believe disclosure is appropriate to comply with the law (or a court order or subpoena); to prevent or investigate a possible crime, such as fraud or identity theft; to enforce our Terms and Conditions or other agreements that govern your use of this Site; or to protect the rights, property or safety of our company, our users, or others.

External Sites
We are not responsible for the content of external internet sites. You are advised to read the privacy policy of external sites before disclosing any personal information.

Cookies
A "cookie" is a small data text file that is placed in your browser and allows us to recognize you each time you visit this site (personalization, etc). Cookies themselves do not contain any personal information, and we do not use cookies to collect personal information. Cookies may also be used by 3rd party content providers such as newsfeeds.

Remember The Risks Whenever You Use The Internet
While we do our best to protect your personal information, we cannot guarantee the security of any information that you transmit to us and you are solely responsible for maintaining the secrecy of any passwords or other account information. In addition other Internet sites or services that may be accessible through our site have separate data and privacy practices independent of us, and therefore we disclaim any responsibility or liability for their policies or actions. Please contact those vendors and others directly if you have any questions about their privacy policies