Subscription License Agreement

By clicking the "accept" button on the UpToDate, Inc. ("UpToDate") App (the "Licensed Product"), you agree to become bound by the terms of this End-User Agreement (the "Agreement"). If you do not agree to these terms, click "decline". READ THE FOLLOWING TERMS IN THIS AGREEMENT CAREFULLY BEFORE INDICATING YOUR ACCEPTANCE. In this Agreement, the term "you" refers to: (i) an entity entering into this Agreement for use of its employees, (ii) an individual purchasing an UpToDate subscription under this Agreement, either on his or her own behalf (or as agent for a corporation or other entity or organization); or (iii) an individual entering into this Agreement as a condition of using UpToDate through a subscription purchased by a hospital, medical school, or other institution ("Institution"), where the individual is employed by or affiliated with the Institution. Your Master Subscription and License Agreement provides for other terms (including payment) that apply to the Licensed Product.

  1. LICENSE: UpToDate, Inc. ("UpToDate"), in consideration of the subscription fee and acceptance of this Agreement, grants you a non-exclusive, non-transferable license and right to use and access the UpToDate database and software (the "Licensed Materials") in accordance with the applicable subscription terms (as may be further provided in UpToDate's separate invoice terms and Master Subscription and License Agreement):

    1. INDIVIDUAL: An individual subscription permits one individual to access and use the Licensed Materials for his or her own use only by loading the App on a mobile device (such as a tablet or smartphone) ("Mobile Device"), or by using his or her unique user name and password to access the Licensed Materials from any location via the Internet.

    2. INSTITUTIONAL SUBSCRIPTION: An Institutional Subscription permits only individuals who are employed by or affiliated with the relevant institution to access and use the Licensed Materials at any Mobile Device validated for such use by UpToDate, but only for the clinical, educational or research purposes of the Institution. Further, access may be restricted to particular websites for the applicable invoice terms.

    3. Your license under this Agreement is between You and UpToDate, and not with any other party.

  2. PERMITTED USES: Your license permits you to print out, or email to a colleague, individual articles containing only insubstantial portions of the most current version of the Licensed Materials, but only for a) your personal clinical, educational or research use; b) teaching healthcare professionals; or c) consulting with individual colleagues, provided that any printed or emailed articles include a source reference to UpToDate and its copyright notice. You are not permitted to print or email substantial portions of the Licensed Materials, nor to email individual articles to large numbers of recipients.

  3. PROHIBITED USES: Except as expressly permitted in this Agreement, any copying, distribution or modification of the Licensed Materials is strictly prohibited. No part of the Licensed Materials may be copied for resale or other commercial use, or posted on public bulletin boards, web sites, Internet domains, or online chatrooms. No part of the Licensed Materials may be reverse engineered or included in other software. UpToDate electronically monitors compliance with this Agreement, and reserves the right in its sole discretion to change and or cancel an individual's user name and password or to disable an IP address without notice in the event of multiple concurrent logins, excessive search quantities or excessive download traffic volumes. You agree to comply with all applicable laws, including all US export laws and regulations, in connection with the Licensed Materials.

  4. OWNERSHIP: The Licensed Materials, including without limitation all copyrights and other intellectual property rights therein, are the sole and exclusive property of UpToDate (or its parents, subsidiaries, affiliates, or designees) or its suppliers. By indicating that you accept these terms, you do not become the owner of the Licensed Materials, but are entitled to use them only according to the terms of this Agreement.

  5. SUBSCRIPTION TERM: You have obtained the right to use and access the Licensed Materials for a specific limited period of time, i.e., the subscription period for which you or your Institution have agreed to pay subscription fees as provided in the Master Subscription and License Agreement. At the end of this period, your license and your associated rights, such as technical support, will expire automatically, unless you or your Institution have renewed your subscription on UpToDate's then-current terms. UpToDate may embed technology in the Licensed Materials causing them to become inaccessible after your subscription term. The Agreement and your license to use the Licensed Materials will also terminate if you fail to comply with any term or condition in this Agreement.

  6. RESTRICTION AGAINST TRANSFER: You may not sublicense, assign, share, sell, rent, lease, or otherwise transfer your right to use the Licensed Materials (including your username and password) whether by merger, operation of law, or otherwise.

  7. USE OF PROFESSIONAL JUDGMENT: The editors and authors of the Licensed Materials have conscientiously and carefully tried to create the identified diagnosis measures, treatment alternatives and drug dosages in the Licensed Materials that conform to the standards of professional practice that prevailed at the time of publication. However, standards and practices in medicine change as new data become available and the individual medical professional should consult a variety of sources. For this reason, only the most current release of the Licensed Materials should be consulted when information is sought. New updates of the Licensed Materials are issued periodically; do not rely on older versions. In addition, when prescribing medications, the user is advised to check the product information sheet accompanying each drug to verify conditions of use and identify any changes in dosage schedule or contraindications, particularly if the agent to be administered is new, infrequently used or has a narrow therapeutic range.

    The Licensed Materials describe basic principles of diagnosis and therapy. The information provided in the Licensed Materials is no substitute for individual patient assessment based upon the healthcare provider's examination of each patient and consideration of laboratory data and other factors unique to the patient. The Licensed Materials should be used as a tool to help the user reach diagnostic and treatment decisions, bearing in mind that individual and unique circumstances may lead the user to reach decisions not presented in the Licensed Materials. The opinions expressed in the Licensed Materials are those of its authors and editors and may or may not represent the official position of any medical societies cooperating with, endorsing or recommending the Licensed Materials.

  8. YOUR RESPONSIBILITIES: Your responsibilities include being responsible for use of your account, and for the use and security of the password associated with Your user name.

  9. LIMITED WARRANTY: If UpToDate has supplied physical media to you containing the Licensed Materials and they are defective, such media will be replaced without charge if returned to the place of purchase within 60 days after date of payment of the license fee. EXCEPT AS SET FORTH IN THE FOREGOING SENTENCE, NEITHER UPTODATE NOR ANY OTHER PARTY OR MEDICAL SOCIETY MAKES ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, WITH RESPECT TO THE LICENSED MATERIALS, WHICH ARE LICENSED "AS IS". ALL OTHER WARRANTIES ARE EXPRESSLY EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE. ANY STATEMENTS OR REPRESENTATIONS MADE BY ANY OTHER PERSON OR ENTITY ARE VOID. YOU ASSUME ALL RISK AS TO THE QUALITY, FUNCTION, PERFORMANCE, AND ACCURACY OF THE LICENSED MATERIALS.

    Some jurisdictions do not allow limitations on how long an implied warranty lasts and some jurisdictions do not allow the exclusion or limitation of special, indirect, incidental, exemplary, or consequential damages, or the limitation of liability to specified amounts, so the above limitation and exclusion may not apply to you if prohibited by applicable law. You may also have other rights which vary from jurisdiction to jurisdiction. You agree that this Agreement shall not be subject to the United Nations Convention on Contracts for the International Sale of Goods.

  10. LIMITATION OF LIABILITY: IN NO EVENT WILL UPTODATE OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, PROMOTION OR MARKETING OF THE LICENSED MATERIALS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA OR PROFITS, OR FOR INABILITY TO USE THE LICENSED MATERIALS, EVEN IF UPTODATE OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL UPTODATE OR SUCH OTHER PARTY'S LIABILITY FOR ANY DAMAGES OR LOSS TO YOU OR ANY OTHER PARTY EXCEED THE LICENSE FEE PAID FOR THE LICENSED MATERIALS.

  11. PRIVACY: UpToDate's current privacy policy is at http://www.uptodate.com/home/about/policies/privacy_policy.html.

  12. TECHNICAL LIMITATIONS: Access to the Licensed Materials via apps or otherwise may be affected by telecommunications, force majeure, and technical limitations generally. UpToDate does not warrant or represent any particular service levels due to such issues. You are responsible for payment to your own Internet service provider.

  13. MAINTENANCE, TRAINING, AND SUPPORT: UpToDate's obligations to maintain, provide training for, or support the Licensed Product, if any, are provided in the Master UpToDate Agreement.

  14. SUBSCRIPTION AND LICENSE PRODUCT CLAIMS: UpToDate is responsible for addressing any of Your claims or any third party claims relating to the Licensed Product or your possession and/or use of the Licensed Product, including but not limited to: (i) product liability claims; (ii) any claim that the Licensed Product fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This Agreement does not limit UpToDate's liability to You beyond what is permitted by applicable law.

  15. EXPORT CONTROLS: The Licensed Materials are intended for use only in the United States, unless designated for use in another country specifically in writing by UpToDate. You may not use or otherwise export or re-export the Licensed Materials except as authorized by United States law and laws of the jurisdiction in which the Licensed Materials were obtained. In particular, but without limitation, the Licensed Materials may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Licensed Materials, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Licensed Materials for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.

  16. LIMITED RIGHTS NOTICE: Any access to the Licensed Materials provided under contract to the Government are provided with limited rights. The Licensed Materials may be reproduced and used by the Government with the express limitation that they will not, without written permission of UpToDate, be used for purposes of manufacture nor disclosed outside the Government. The term "Government" as used herein shall have the meaning ascribed to it in 48 CFR 52.227-14.

  17. GENERAL: If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, it shall be deemed omitted and the remaining provisions shall continue in full force and effect. This Agreement may be modified only in writing authorized by UpToDate. UpToDate's waiver of any right shall not constitute a waiver of that or any other right in the future. This Agreement shall be governed by and construed in accordance with the laws and in the state and federal courts of the Commonwealth of Massachusetts, USA. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements, representations, statements, and undertakings, oral or written, are hereby expressly superseded and canceled. Sections 3-4, 6-10, 12, and 15-19 survive in full force and effect following expiration or termination of this Agreement. Should you have any questions regarding this Agreement, you may contact UpToDate at the email address or telephone numbers set forth below.



UpToDate, Inc.
info@uptodate.com
Telephone: 1-800-998-6374 or +1-781-392-2000