This User Agreement governs your relationship with MedLearn Media, Inc., including its sub- brands of MedLearn Publishing, RACmonitor, ICD10monitor, and any of its authorized business partners (MedLearn) and protects the proprietary products and content offered on this website (MedLearn Services). It describes the terms and conditions applicable to your use of these products and services. All users of MedLearn Services must accept these terms and conditions as a condition to use of the website’s services.
2. ACCEPTANCE OF TERMS
Your use of any of the products and services on the website constitutes acceptance of the terms and conditions of this User Agreement. If you have any questions about this User Agreement, please email us at firstname.lastname@example.org. All authorized end users (Users) must indicate their acceptance of the terms of this User Agreement by checking the box labeled “I Accept the Terms of this User Agreement” at the bottom of the User Agreement Acceptance Page and clicking the “Continue” button.
- In accordance with the fees and payment terms within the sales order, MedLearn will grant to each User a non-exclusive, non-transferable, limited right to access and use the MedLearn Services.
- User’s right to use the MedLearn Services is subject to the following:
- MedLearn may change, suspend, or discontinue any aspect of the MedLearn Services at any time, including the availability of any feature or content, in which event MedLearn shall use reasonable efforts to notify User prior to such change, suspension or discontinuance. In the event MedLearn makes any material changes preventing User from obtaining the intended benefits or discontinues the MedLearn Services, User shall not be responsible for fees for that period which the MedLearn Services are no longer useful.
- MedLearn may impose limits on, or restrict access to, any feature of the MedLearn Services, without liability or prior notice, if MedLearn reasonably believes that User has engaged in any conduct or activity that violates applicable law or any provision of this Agreement.
2.2 Use of the MedLearn Services
- A User may access the MedLearn Services only within the scope of his or her employment with Client. Unless otherwise authorized in writing by MedLearn, any disclosure or distribution of any portion of the MedLearn Services is strictly prohibited. As an authorized User, you shall not share your account and login information with any third party, let anyone else access or use your account, or do anything else that might jeopardize the security of your account. You are solely responsible for maintaining the confidentiality of your login information. The rights granted in this Agreement are an expansion of the rights granted under United States copyright laws and do not include any rights to reproduce any portion of the MedLearn Services. No part of the MedLearn Services may be duplicated in any medium or format beyond the express terms of this Agreement without prior written authorization
- from MedLearn. Use of any MedLearn Services by any unauthorized person is prohibited unless expressly authorized by MedLearn in writing. Any
access or use not authorized expressly by the Agreement is prohibited and is not a fair use under the applicable copyright laws.
- Unless otherwise authorized expressly in writing by MedLearn, User shall not, nor shall User permit any other person to: (i) reproduce, create derivative works from, perform, publish, transmit, distribute, sell (or participate in any sale), or otherwise access, use, or exploit any material retrieved from or contained in the MedLearn Services in any manner whatsoever that may infringe any copyright or proprietary interest of MedLearn; (ii) store any Content in any information storage and retrieval system, other than that which is considered in the ordinary course of business in utilizing the MedLearn Services; (iii) distribute the information contained in the MedLearn Services to any person who is not duly authorized to use or receive the MedLearn Services; (iv) distribute, rent, sublicense, lease, transfer or assign the MedLearn Services or any rights, duties, liabilities or obligations under this Agreement; (v) de-compile, disassemble, or otherwise reverse-engineer the MedLearn Services, or alter, translate, modify, or adapt the MedLearn Services to create derivative works; (vi) make use of “framing” or other means of redirecting MedLearn Services; or (vii) copy and redistribute (internally or externally) any MedLearn Services.
- Users may access the internet-based MedLearn Services directly through any supported web browser. The browser’s link to the MedLearn Services may be made from any certified network connection which enables access to the wide area network, unless expressly prohibited by MedLearn.
- User acknowledges, that MedLearn Services are highly proprietary in nature and that unauthorized access, copying, transfer or use may cause MedLearn and/or its suppliers irreparable injury that cannot be adequately compensated for by means of monetary damages. User agrees that MedLearn may enforce any breach of this Agreement by means of equitable relief (including injunctive relief) in addition to any other available rights and remedies of any nature whatsoever. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law.
3. PAYMENT TERMS
3.1 Payment Terms
The Subscription Fee shall be paid in accordance with
the initial sales order or as outlined herein in Section 4.3. Payment and invoice terms are agreed to be paid within (30) days of invoice for continued use of MedLearn Services.
Invoicing for renewals will be done in the same format as the original method of payment. Each User can provide us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably accepted to MedLearn. If you provide credit card information to MedLearn, you authorize MedLearn to charge such credit card for all Purchased Services listed in the order form for the initial subscription term and renewal subscription term(s) as stated in Section 4.2 of this User Agreement. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable order form. If the order form specifies that payment will be by a method other than a credit card, we will invoice you in advance and otherwise in accordance with the relevant order form. Unless otherwise stated in the order form, invoice charges are due next 30 days
from the invoice date. You are responsible for providing complete and accurate billing and contact information to MedLearn and notifying us of any changes to such information.
4. TERM &TERMINATION
4.1 Subscription Terms
MedLearn offers a range of subscription plans to their web-based platforms and annual based subscription products and offerings. As an express condition of your use of and access to the subscription plans, you agree to pay all fees applicable to your subscription plan, in accordance with the term associated within the User Agreement.
4.2 Initial Term
The initial term (“Initial Term”) of this User Agreement shall commence on the Effective Date and continue, in full force and effect, for a period of one (1) year.
4.3 Renewal Term
This User Agreement shall automatically renew for consecutive one (1) year terms (each a “Renewal Term”) unless either party notifies the other party, no later than sixty (60) days prior to the end of the then-current term, of its intent not to continue with MedLearn Services, in which case this User Agreement shall expire at the end of the then-current term. Upon each renewal date, the fees due by User shall be the same fees charged in the prior year, and/or the current retail price. If the current retail price is higher than the prior year rate, the Client will be notified of the change 60 days prior to the renewal term.
This User Agreement can be terminated prior to the end of the then-current term for any of the following reasons:
(a) by MedLearn if MedLearn does not receive payment of Subscription Fees within 30 days of the invoice date or (b) by either party, upon written notice to the other party, if the other party materially breaches any provision of this User Agreement and the breaching party fails to remedy that breach, to the reasonable satisfaction of the other party, within sixty (60) days after written notice is provided under this Section 9.
4.5 Effects of Termination
Upon termination, all obligations under this User Agreement shall survive with respect to any events which occur, or any payment obligations which accrued and became due and owing, prior to the effective date of any termination of this User Agreement. MedLearn will provide the Client the right to access and use the MedLearn Services listed for a period of one (1) month from the effective date of the termination.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Intellectual Property Rights
MedLearn and any of its authorized business partners own all right, title and interest in all (a) tangible and intangible rights associated with works of authorship, including without limitation copyrights and mask works, (b) trademark and trade name and logo rights, (c) trade secret rights, (d) patents, (e) designs, (f) algorithms, (g) registration, application, renewal, extension and continuation rights, (h) HTML files, Java files, graphics files, animation files and data files, scripts and programs, both in object code and source code form and all documentation related thereto and (i) website content (collectively, “Intellectual Property Rights”), which are included in or made available on and/or used in the MedLearn Services. You agree to maintain the confidentiality of such Intellectual Property Rights and not to disclose them to third parties and that you will use the foregoing Intellectual Property Rights only for your own private purposes in utilizing the MedLearn Services and not for any commercial purpose without MedLearn prior written consent.
MedLearn Services contain proprietary materials and/or content of MedLearn that is protected by copyright and other laws respecting proprietary rights. The MedLearn Services also may contain similarly protected proprietary material from suppliers (Proprietary Content). Use of the Proprietary Content which is part of the MedLearn Services is subject to all terms and conditions in this User Agreement. MedLearn and its suppliers retain all their respective rights in the MedLearn Services and Proprietary Content, including all copyright and other proprietary rights worldwide in all media.
CPT Copyright 2020 American Medical Association. All rights reserved. Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The AMA does not directly or indirectly practice medicine or dispense medical services. The AMA assumes no liability for data contained or not contained herein. CPT is a registered trademark of the American Medical Association. This product includes CPT which is commercial technical data and/or computer databases and/or commercial computer software and/or commercial computer software documentation, as applicable, which was developed exclusively at private expense by the American Medical Association, 515 North State Street, Chicago, Illinois, 60654. U.S. government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer databases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a)
(June 1995), as applicable, for U.S. Department of
Defense procurements and the limited rights restrictions of FAR 52.227-14 (December 2007) and/or subject to the restricted rights provisions of FAR 52.227-14 (December 2007) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.
We promise to maintain the privacy and confidentiality of any information you provide to us. You agree to permit us to use such information to process your account and to provide the services to you that we provide to our subscribers. We will maintain a database of our subscribers, which will include your name and the information you supplied us. Your information will not be made generally available to the public or to our other subscribers.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL MEDLEARN OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH MEDLEARN SERVICES. OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you. MedLearn Services are provided “as is” without any liability to MedLearn. and any of its authorized business partners or the American Medical Association (AMA), including, without limitation, no liability for consequential or special damages or lost profits for sequence, accuracy or completeness of data, or that it will meet end user’s requirements. The
sole responsibility of MedLearn and any of its authorized business partners and the American Medical Association is to use reasonable efforts to correct defects in the system.
MEDLEARN AND OUR SUPPLIERS PROVIDE THE MEDLEARN SERVICES AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from state to state.
9. CONTACT INFORMATION AND NOTICES
Except as explicitly stated otherwise, any notices shall be given by email to email@example.com and the email address you provide to MedLearn during the registration process (in your case), or such other address as the party shall specify by email or in writing. Notice shall be deemed given 24 hours after email is sent unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to MedLearn during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
We may amend this User Agreement at any time by posting the amended terms on our site. The amended terms shall automatically be effective when they are posted on our site.
We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. Moreover, we may from time-to-time interrupt service on our site to perform maintenance or upgrade operations and you agree that we shall be permitted to make such interruptions as necessary to perform such operations.
10.3 Content Accuracy
While MedLearn and its suppliers attempt to include both accurate and complete content in the MedLearn Services and to develop error-free content, occasional errors or omissions may occur in the MedLearn Services. MedLearn shall make reasonable efforts to correct these errors or omissions or cause the appropriate supplier to correct these errors or omissions. Nevertheless, neither MedLearn nor its suppliers can make any representation regarding the accuracy or completeness of the MedLearn Services or content provided or the error-free nature of the proprietary software provided.
Headings are for reference purposes only and in no way, define, limit, construe or describe the scope or extent of such section.
10.5 System Integrity
You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the MedLearn Services. You may not disclose to or
share your password with any third parties or use your password for any unauthorized purpose.
10.6 No Agency
You and MedLearn are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this User Agreement.
If any provision of this User Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
This User Agreement shall be governed in all respects by the laws of the State of Minnesota as such laws are applied to agreements entered within the State of Minnesota. Both parties submit to jurisdiction in Minnesota and further agree that any cause of action arising under this User Agreement shall be brought exclusively in a state or federal court in the State of Minnesota.
We may terminate your subscription or bar your access to the products, services, and content of our website immediately if you breach this User Agreement or if we are unable to verify or authenticate any information you provide to us. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
The information provided through MedLearn Services is not a substitute for accounting, financial, reimbursement and other professional advice where the facts and circumstances warrant. If any User requires such professional assistance, each such User should always consult his or her own professional advisors and discuss the facts and circumstances that apply to the User.
10.11 Entire agreement
This User Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.