Subscription and License Agreement
November 25, 2020
By clicking the “accept” button, or by opening, using, downloading or installing the content via mobile applications or the Internet, as applicable, you agree to be bound by the terms of this Subscription and License Agreement (the “Agreement”). If you do not agree to the terms of this Agreement, you are not permitted to use the content. In such case, do not open, use, download or install the content, or click “decline,” as applicable. READ THE FOLLOWING TERMS IN THIS AGREEMENT CAREFULLY BEFORE INDICATING YOUR ACCEPTANCE. In this Agreement, the term “you” refers to: (i) an individual purchasing a Lexicomp® Online and/or Lexicomp Mobile Apps (or other product offering) (collectively, “Lexicomp”) subscription under this Agreement, either on his or her own behalf (or as agent for a corporation or other entity or organization); (ii) an individual entering into this Agreement as a condition of using Lexicomp through a subscription purchased by a hospital, medical, dental or pharmacy school, or other educational institution (“Institution”), where the individual is employed by or affiliated with the Institution, or (iii) a corporation, entity or other organization (“Entity”) entering into this Agreement for use by individuals employed by or affiliated with the Entity.
If you are granted access to Licensed Materials (as defined below) pursuant to a separate subscription and license agreement between an Institution or Entity and UpToDate, Inc. (“UpToDate” and such agreement, the “Master Agreement”), your subscription term is as set forth in the Master Agreement and is subject to all the terms and conditions in the Master Agreement.
1. LICENSE: UpToDate, in consideration of the subscription fee paid to UpToDate (or your access to Lexicomp under the terms of a Master Agreement or a free trial, as applicable) and your acceptance of this Agreement, grants you a limited, non-exclusive, non-transferable license and right to use and access the Lexicomp database, software, mobile applications, content, data, materials, documentation and information to which you purchased a subscription, including the servers controlled by UpToDate from which you may access Lexicomp via the Internet and any websites offered and/or operated by UpToDate (“Websites”), and any third-party software, content, data, materials, documentation and information contained therein (collectively, the “Licensed Materials”) in accordance with the applicable subscription terms (as may be further provided in UpToDate’s separate invoice terms or any additional subscription and license terms, including, but not limited to, a Master Agreement, entered into by and between UpToDate and you and/or the Institution or Entity):
a) INDIVIDUAL: An individual subscription permits one individual to access and use the Licensed Materials for his or her own use only by downloading and/or opening and using the software on a single computer (i.e., within a single CPU) at a fixed location, by installing, opening and using mobile applications on a device (e.g., a tablet or smartphone) (a “Mobile Device”), and/or by using his or her unique user name and password to access the Licensed Materials from any location via the Internet.
b) INSTITUTIONAL: An institutional subscription with an Institution permits only certain individuals who are employed by or affiliated with the relevant Institution to access and use the Licensed Materials at any Internet-connected computer or on any Mobile Device, but only for the clinical, educational or research purposes of the Institution. Further, access may be restricted to Websites per the applicable invoice or additional subscription and license terms.
c) OTHER ENTITY: An institutional subscription with an Entity permits only certain individuals who are employed by or affiliated with the relevant Entity to access and use the Licensed Materials at any Internet-connected computer or on any Mobile Device, but only for the internal business purposes of the Entity. Further, access may be restricted to Websites per the applicable invoice or additional subscription and license terms.
2. OWNERSHIP: The Licensed Materials, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property or proprietary rights therein, are the sole and exclusive property of UpToDate (or its affiliates or designees) or its licensors, and UpToDate reserves all rights not expressly granted to you. By indicating that you accept these terms, you do not become the owner of the Licensed Materials, including any media on which the Licensed Materials are used or accessed, but are entitled to use them only according to the terms of this Agreement. Except for the rights expressly granted in this Agreement, this Agreement transfers to you no right, title, or interest in the Licensed Materials or any copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights therein.
UpToDate and its licensors retain sole and exclusive title to all portions of the Licensed Materials, and any copies thereof, and you hereby assign to UpToDate all right, title, and interest in and to any modifications you make to the Licensed Materials, whether such modifications are permitted. Further, UpToDate has the right to use all content and material entered onto the Websites (other than third-party material transmitted through private electronic mail) in any of UpToDate’s print or electronic publications.
3. PERMITTED USES; REQUIRED NOTICES: You may occasionally print out individual articles, reproduce limited excerpts of the Licensed Materials and/or email individual articles or limited excerpts to a colleague or co-worker, in each case for personal use, provided that the articles or excerpts printed and/or emailed contain in aggregate only insubstantial portions of the Licensed Materials and include a source reference to UpToDate and the following copyright notice:
"Copyright© by UpToDate, Inc. and its affiliates and/or licensors. All rights reserved."
Under no circumstances may you print, reproduce or email large numbers of articles from the Licensed Materials.
For Licensed Materials obtained from third-party licensors, you are solely responsible for compliance with any copyright restrictions and are referred to the publication data appearing in bibliographic citations, as well as to the copyright notices appearing in the original publications.
4. PROHIBITED USES: Except as expressly permitted in this Agreement, you may not do any of the following yourself, or through any third party, and you may not permit or enable any third party to do any of the following (except as and only to the extent any of the following restrictions are prohibited by applicable law): (i) copy, print, distribute, transmit, reproduce, transcribe, translate or modify the Licensed Materials; (ii) sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for resale or other commercial use or not, in whole or in part, the Licensed Materials or, in particular, without limiting the generality of the foregoing, distribute the Licensed Materials on any media, make the Licensed Materials accessible to the public or third parties, whether over networks, electronic bulletin boards, websites, Internet domains, or online chatrooms, or otherwise allow any third party to use the Licensed Materials, including by automated software means, including: search engines, robots, spiders, crawlers, data mining tools, or any other software that aggregates access to, or the content of, the Licensed Materials; (iii) combine the Licensed Materials with other content in knowledge banks or through similar technologies or use the Licensed Materials, in whole or part, to create derivative works; (iv) defeat, disable, or circumvent any protection mechanism related to the Licensed Materials; (v) decompile, disassemble or reverse engineer the Licensed Materials in whole or in part; (vi) publish or otherwise communicate any review of, or information about, the performance of the Licensed Materials to any third party; or (vii) use the Licensed Material in connection with life support systems, human implantation, medical devices, or any application where failure or malfunction could lead to possible loss of life or catastrophic property damage.
Any attempt to do any of the foregoing is a violation of the rights of UpToDate and any of its licensors of the Licensed Materials. UpToDate electronically monitors compliance with this Agreement (or may otherwise audit your use of the Licensed Materials for compliance with these terms), 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, excessive download traffic volumes.
5. UPGRADES: The terms of this Agreement will govern any upgrade(s) provided by UpToDate in its sole discretion that replace and/or supplement the original Licensed Materials, unless such upgrade is accompanied by an additional subscription and license agreement in which case the terms of that agreement will govern. To the extent that components of the Licensed Materials are provided as part of a bundle, they may not be separated from the bundle and distributed as standalone applications.
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. COMPLIANCE WITH LAWS: You agree to comply with all applicable laws, including all U.S. export laws and regulations, in connection with your access and use of the Licensed Materials.
8. WEBSITES: To the extent you access the Websites, you may not use the facilities and/or services of the Websites to publish or distribute any information (including software or other content) which is illegal, which violates or infringes upon the rights of any other person, which would be abusive, profane, pornographic, or sexually offensive to an average person, or which contains errors. You may not use the Websites to publish or distribute any advertising, promotional material, or solicitation for any goods or services. You are responsible for the content of any material that you place on any Websites. UpToDate has no responsibility for the content of any messages or information posted by you, or for the content of information of third parties, even if accessed through the Websites. UpToDate has the right, which it may or may not exercise, in its sole discretion, to review, edit or delete material it deems to be illegal, offensive, or otherwise inappropriate. UpToDate provides the Website from offices in the US. UpToDate makes no representation that the Licensed Materials are appropriate or available for use in other locations. Those who access the Websites from other locations do so on their own initiative and are responsible for compliance with applicable local laws.
9. PROTECTION AND SECURITY: You shall take all reasonable steps to ensure that no unauthorized person shall have access to the Licensed Materials. You shall not divulge, sublicense, assign, or transfer to any third party the username and password established during registration or provided to you. You understand that provision of the username and password may be required prior to each use of the Licensed Materials. Upon learning of any unauthorized possession or use of or access to the Licensed Materials, you will notify UpToDate, will promptly furnish details of such occurrence, will assist in preventing any recurrence thereof, and will cooperate fully in any litigation or other proceedings undertaken to protect UpToDate’s rights. By entering into this Agreement and to the extent permitted under applicable law, UpToDate may store the information you provide as part of the registration process and collect information regarding queries submitted through the Licensed Materials and any other uses of the Licensed Materials by you; provided, however, such information will be de-identified and collected in the aggregate so as not to identify you. You agree that UpToDate owns such de-identified and aggregated information collected.
10. BETA RELEASE VERSIONS: In the event that the Licensed Materials are identified as a beta release version (“Beta Version”), the terms of this paragraph will apply as applicable in addition to or in lieu of the other terms of this Agreement. Your license to use the Beta Version expires at the end of the period indicated by the Licensed Materials, or if no such period is indicated, 120 days after installation. The Beta Version may cease to function. The Beta Version may contain more, fewer, or different features than are contained in the commercial release corresponding to the Beta Version that UpToDate intends to or does distribute. UpToDate reserves the right at any time to withhold the release of a commercial version corresponding to the Beta Version, or if UpToDate does release such a commercial version, to alter any of the features, specifications, capabilities, functions, licensing terms, release dates, general availability, or other characteristics of such commercial version. You understand that the Beta Version is not suitable for production use and may contain errors affecting its proper operation.
11. INDIVIDUAL SUBSCRIPTIONS; FEES AND PAYMENTS: If accessing the Licensed Materials through a personal subscription, you agree to pay all fees, and all charges incurred for the Licensed Materials in connection with your username and password at the rates in effect when incurred. Fees and charges will be billed to the credit card that you designate during the registration process. By accessing the Licensed Materials and providing a credit card number you agree that you will pay the fee charged for access and warrant that you are the person authorized to incur charges on the credit card. You are responsible for any applicable taxes relating to your use of the Licensed Materials. If you wish to change the credit card to which UpToDate bills for the Licensed Materials, you may call UpToDate at the number listed for customer service at the UpToDate web site. Credit card information is retained in UpToDate’s database in encrypted format. It is transmitted (in encrypted format) to a credit card clearinghouse for submission to the member’s bank for payment. UPTODATE CANNOT ENSURE OR WARRANT THE SECURITY OF ANY INFORMATION YOU TRANSMIT, AND YOU DO SO AT YOUR OWN RISK. UpToDate SHALL NOT BE LIABLE FOR ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY.
12. INSTITUTIONAL OR ENTITY SUBSCRIPTIONS; MASTER AGREEMENT: If your access to the Licensed Materials is pursuant to a Master Agreement entered into by and between UpToDate and your Institution or Entity, your use may be governed by certain provisions in the Master Agreement. If you have been granted access to the Licensed Materials pursuant to a Master Agreement, in the event of any direct conflict between a term in the Master Agreement and this Agreement, the term in the Master Agreement shall control.
13. SUBSCRIPTION TERM: You have obtained the right to use and access the Licensed Materials for the subscription period for which you or your Institution or Entity have agreed to pay subscription fees. At the end of this period, your license and your associated rights, such as technical support, will expire automatically, unless you or your Institution or Entity 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 period. UpToDate may also deactivate your username and password, suspend your access to the Licensed Materials and/or make the Licensed Materials unavailable. UpToDate may at its sole discretion terminate this Agreement at any time, with or without prior notification, in the event you fail to comply with the terms and conditions of this Agreement and/or any the Master Agreement, as applicable) as determined by UpToDate. Upon the termination or expiration of this Agreement, you shall cease all use of the Licensed Materials and destroy/delete all copies, full or partial, of the Licensed Materials. In no event will you be entitled to any refund of fees or charges associated with your use of the Licensed Materials.
14. USE OF PROFESSIONAL JUDGMENT:
The Licensed Materials are intended to serve as a quick access, concise initial reference and not as a complete reference source. The Licensed Materials do not include information concerning every health condition, therapeutic agent, laboratory test, or diagnostic procedure available. You agree that UpToDate provides no medical, pharmaceutical, or other professional advice or patient services in connection with this Agreement or as part of or as a result of the provision of the Licensed Materials. You understand that UpToDate has no ability to verify patients’ understandings of their health conditions or their medications. The Licensed Materials are clinically oriented, and intended to be used only by you and only if you are a: (i) researcher who will not use the information for medical diagnosis or treatment; (ii) physician, nurse or other healthcare professional with an active license; or (iii) student pursuing an education in a health care discipline under the supervision of licensed healthcare professionals. As applicable, you will rely on your own discretion, experience and judgment in medical diagnosis and treatment, including without limitation, determining the correctness, completeness, timeliness, and suitability of the Licensed Materials for individual patients. You understand that the professional duty to a patient in the provision of healthcare services (including the dispensing of drug prescriptions, provision of drug information, substitution of one drug product for another, availability of generic substitutable alternative drug products, and answering questions a patient may have) lies solely with the healthcare professionals providing direct patient care or pharmacy services. You agree that the medical and related content supplied by UpToDate and its respective licensors and made available within the Licensed Materials: (a) is not a substitute for verbal medication counseling or physical demonstration of an administration technique for a patient or caregiver by a healthcare professional; (b) may be confusing to certain patients or caregivers when not interpreted by a healthcare professional; and (c) is designed strictly to support the verbal information transfer by healthcare professionals and to serve as a non-comprehensive take home reference source for patients or caregivers.
The editors and authors of the Licensed Materials have conscientiously and carefully tried to create the identified health conditions, therapeutic agents, laboratory tests, or diagnostic procedures in the Licensed Materials that conform to the standards of professional practice that prevailed at the time of publication. However, as standards and practices in medicine change as new data become available, 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, you should consult a variety of sources and not rely solely on the Licensed Materials to provide information potentially relevant to patient care decisions or counseling. You must also regularly review manufacturer published product information regarding prescription drugs for potential changes in usage, dosing, contraindications, interactions, and adverse effects, particularly if the agent to be administered is new, infrequently used or has a narrow therapeutic range. When prescribing medications, you are advised to check the product information sheet accompanying each drug to verify conditions of use and identify any changes in dosage schedule or contraindications.
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 you, bearing in mind that individual and unique circumstances may lead you 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.
15. DATA PROTECTION: To the extent that UpToDate Processes Personal Data about Data Subjects located in the EEA (as such terms are defined in the Data Protection Annex, as defined below) or the United Kingdom in performing its obligations under this Agreement, the terms displayed at EULA DPA or such other website address as may be notified to you from time to time (the “Data Protection Annex”) applies to such Processing and is incorporated into this Agreement. UpToDate may, in its sole discretion, amend or replace the Data Protection Annex at any time without notice to you and you should review the terms of the latest Data Protection Annex that applies to this Agreement at regular intervals.
17. 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” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
ANY STATEMENTS OR REPRESENTATIONS MADE BY ANY OTHER PERSON OR ENTITY ARE VOID. FOR CLARITY, NO SALESPERSON, NOR ANY OTHER PARTY OR ENTITY, OR MEDICAL SOCIETY INVOLVED IN THE DISTRIBUTION OF THE LICENSED MATERIALS IS AUTHORIZED TO MAKE ANY WARRANTIES WITH RESPECT TO THE LICENSED MATERIALS BEYOND THOSE CONTAINED IN THIS AGREEMENT. ORAL STATEMENTS DO NOT CONSTITUTE WARRANTIES, SHALL NOT BE RELIED UPON BY YOU, AND ARE NOT A PART OF THIS AGREEMENT.
ALL OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT WITH RESPECT TO THE LICENSED MATERIALS AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE.
THE LICENSED MATERIALS MAY BE PROVIDED WITH THIRD-PARTY PLUG-INS OR OTHER THIRD-PARTY SOFTWARE OR LICENSED MATERIALS, OR THE LICENSED MATERIALS MAY BE PROVIDED AS A PLUG-IN FOR, OR OTHERWISE IN ASSOCIATION WITH, THIRD-PARTY SOFTWARE. USE OF ANY SUCH THIRD-PARTY SOFTWARE/CONTENT WILL BE GOVERNED BY THE APPLICABLE LICENSE AGREEMENT, IF ANY, WITH SUCH THIRD PARTY. UPTODATE IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SOFTWARE/CONTENT AND WILL HAVE NO LIABILITY OF ANY KIND FOR YOUR USE OF SUCH THIRD-PARTY SOFTWARE/CONTENT AND MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO SUCH THIRD-PARTY SOFTWARE/CONTENT.
UPTODATE DOES NOT WARRANT THAT THE CONTENT AND/OR PERFORMANCE OF THE LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE LICENSED MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED MATERIALS OR IN THE PERFORMANCE OF THE LICENSED MATERIALS WILL BE CORRECTED. SHOULD THE LICENSED MATERIALS PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
YOUR USE OR THE RESULTS OF YOUR USE OF THE LICENSED MATERIALS IS AT YOUR SOLE RISK. UPTODATE DOES NOT DIRECTLY OR INDIRECTLY PRACTICE MEDICINE OR DISPENSE MEDICAL SERVICES AND ASSUMES NO LIABILITY FOR THE CONTENT. YOU ASSUME FULL RESPONSIBILITY FOR THE APPROPRIATE USE OF MEDICAL INFORMATION CONTAINED IN THE CONTENT AND ALL RISK AS TO THE QUALITY, FUNCTION, PERFORMANCE, CORRECTNESS, ACCURACY, AND RELIABILITY OF THE LICENSED MATERIALS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MIGHT NOT APPLY TO YOU, AND YOU MAY HAVE OTHER LEGAL RIGHTS RELATED TO THIS AGREEMENT THAT MAY VARY FROM JURISDICTION TO JURISDICTION.
18. LIMITATION OF LIABILITY: IN NO EVENT AND UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL UPTODATE, ITS AFFILIATES, ITS LICENSORS OR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION, PROMOTION, OR MARKETING OF THE LICENSED MATERIALS BE LIABLE FOR PERSONAL INJURY OR TO YOU OR ANY OTHER PARTY FOR (I) ANY SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR (II) FOR ANY OTHER LIABILITIES ARISING FROM ANY DAMAGES, FINES, COSTS OR EXPENSES WHATSOEVER, INCLUDING WITHOUT LIMITATION THOSE RELATING TO LOSS OF DATA, LOSS OF USE, UNAVAILABILITY, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, CORRUPTION, DISCLOSURE OR MISUSE OF DATA (INCLUDING THAT RELATING TO OR ARISING FROM A PERSONAL DATA BREACH), BUSINESS INTERRUPTION, LOSS OF REVENUE, OR LOSS OF PROFITS, OR FOR INABILITY TO USE THE LICENSED MATERIALS, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LICENSED MATERIALS OR THE SERVERS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), IN ALL CASES, TO ANY PARTY, EVEN IF UPTODATE, ITS AFFILIATES OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FINES, COSTS, EXPENSES AND OTHER LIABILITIES, OR THE SAME ARE REASONABLY FORESEEABLE AND/OR THE STATED REMEDY BELOW FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT AND UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL UPTODATE’S, ITS AFFILIATES’ OR ITS LICENSORS’ LIABILITY FOR ANY DAMAGES OR LOSS TO YOU AND/OR ANY OTHER PARTY IN THE AGGREGATE EXCEED THE AMOUNT OF LICENSE FEES PAID BY YOU TO UPTODATE FOR YOUR USE OF THE LICENSED MATERIALS HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT WILL THE TOTAL LIABILITY OF UPTODATE, ITS AFFILIATES OR ITS LICENSORS FOR ANY AND ALL DAMAGES EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY YOU FOR THE LICENSED MATERIALS FOR THE CURRENT SUBSCRIPTION TERM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION FOR PERSONAL INJURY, OR OF CERTAIN TYPES OF LOSS, FINES, COSTS, EXPENSES OR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
19. GENERAL: If for any reason any provision of this Agreement is determined to be invalid or unenforceable under any applicable law by a court of competent jurisdiction, such provision 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. Neither failure nor delay on the part of UpToDate to exercise any right, remedy, power, or privilege hereunder nor course of dealing between the parties shall operate as a waiver thereof, or of the exercise of any other right, remedy, power, or privilege. No term of this Agreement shall be deemed waived by UpToDate, and no breach consented to, unless such waiver or consent shall be in writing and signed by an authorized representative of UpToDate. No waiver of any rights or consent to any breach shall constitute a waiver of any other rights or consent to any other breach. This Agreement, and any disputes arising out of or related hereto, is governed by and shall be governed by and enforced in accordance with the laws of the state of New York, including its statutes of limitations, without regard to any law or statutory provision which would require or permit the application of another jurisdiction’s substantive law. Each party agrees that it will bring any action or proceeding in connection with this Agreement exclusively in the state or federal court located in New York, New York, and that it irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding and waives all objections to jurisdiction and venue of such courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Each party knowingly, voluntarily and unconditionally waives its right to jury trial for any dispute in connection with this Agreement. Subject to any Master Agreement, as applicable, 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. In addition to any other provision of this Agreement that by its terms survives expiration or termination of this Agreement, Sections 2, 4, 6 – 9, 11, 12 and 14 – 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 website or telephone numbers set forth below.
Telephone: 1 855 633 0577