Downloadable Products End User License Agreement
END USER LICENSE AGREEMENT
IMPORTANT - READ CAREFULLY BEFORE DOWNLOADING
OR COPYING TO YOUR COMPUTER ANY
FILE(S) CONTAINED HEREWITH.
THE SPECIFICATION(S) AND OTHER INFORMATION PROVIDED HEREWITH ARE OWNED AND COPYRIGHTED BY AMERICAN DENTAL ASSOCIATION. THE LICENSE GRANTED HEREIN IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF ALL TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BY CLICKING BELOW ON THE BUTTON LABELED "I ACCEPT", YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL TERMS AND CONDITIONS SET FORTH HEREIN, CLICK BELOW ON THE BUTTON LABELLED "I DO NOT ACCEPT" AND EXIT FROM THIS COMPUTER SCREEN.
IF YOU ARE ACTING ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF SUCH ORGANIZATION AND THAT YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT CREATES A LEGALLY ENFORCEABLE OBLIGATION OF THE ORGANIZATION. AS USED HEREIN, "YOU" AND "YOUR" REFER TO YOU AND ANY ORGANIZATION ON BEHALF OF WHICH YOU ARE ACTING.
• GRANT OF LICENSE: Subject to the provisions contained herein and to the payment of all applicable fees, the American Dental Association (ADA) grants you a non-exclusive, non-transferable license to the materials contained herewith (the "Product"). Your licensed rights to the Product are limited to the following:
• This License Agreement does not convey to you an interest in or to the Product, but only a limited right of use revocable in accordance with the terms of this License Agreement.
• You may install one copy of the Product on, and permit access to it by, a single computer owned, leased or otherwise controlled by you ("Licensed Computer"). In the event that Licensed Computer becomes dysfunctional, such that you are unable to access the Product, you may transfer the Product to another computer, provided that the Product is removed from the computer from which it is transferred and the use of the Product on the replacement computer otherwise complies with the terms of this Agreement. Any such replacement computer shall become the Licensed Computer. Neither concurrent use on two or more computers nor use in a local area network or other network is permitted.
• You may download and print all or portions of the Product from Licensed Computer solely for the purpose of viewing, reading, and retaining for your personal use. Any other copying, distribution, retransmission, or modification of the Product, whether in electronic or printed format, is strictly prohibited without the express prior written permission of ADA .
• Except as expressly provided herein, you shall not copy, merge, adapt, translate, modify, rent, lease, sell, sublicense, assign or otherwise transfer any of the Product, or remove any proprietary notice or label appearing on any electronic or printed copy of the Product. You may make one electronic copy of the Product solely for backup purposes.
• You acknowledge and agree that the Product is proprietary to ADA , and is protected under U.S. copyright law and international copyright treaties. You further acknowledge and agree that all right, title and interest in and to the Product, including all intellectual property rights, are and shall remain with ADA .
• You shall provide ADA with all information necessary to assure compliance with the terms of this Agreement. In the event you are not in compliance with the terms of this Agreement through the actions of unrelated third parties, you shall use your best efforts to cooperate with ADA and any of its designees to assure compliance.
• LIMITED WARRANTY:
• ADA warrants for your benefit alone that, unless disclosed in the Product to the contrary, ADA can license the Product and all copyright related thereto or therein.
• THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 2 CONSTITUTE THE ONLY WARRANTIES WITH RESPECT TO THE PRODUCT AND ADA MAKES NO OTHER REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO ANY OF THE PRODUCT, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE SUFFICIENCY, ACCURACY OR UTILIZATION OF, OR ANY INFORMATION OR OPINION CONTAINED OR REFLECTED IN, ANY OF THE PRODUCT. ADA EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO OFFICER, DIRECTOR, EMPLOYEE, MEMBER, AGENT, REPRESENTATIVE OR PUBLISHER OF ADA IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS LIMITED WARRANTY.
Neither ADA, its agents, representatives, publishers or distributors of the Product, nor any of their respective directors, officers, employees, agents, representatives or members (the "Indemnified Parties") shall have any liability for, and you shall defend, indemnify and hold each of the Indemnified Parties harmless from and against, any claim, loss, demand, liability, obligation and expenses (including reasonable attorneys' fees) based upon or arising out of any injury or damage, or any product liability claim, including but not limited to, any personal or bodily injury or property damage, arising out of, pertaining to, or resulting in any way from, the use or possession of any of the Product by you and/or any of your directors, officers, employees, representatives, agents or contractors.
• LIMITATION OF LIABILITY:
• You acknowledge that each of ADA 's obligations and liabilities with respect to the Product are exhaustively defined in this Agreement. You are responsible for the consequences of any use of any of the Product (whether or not such use was consistent with the license granted hereunder) created therefrom. Whether or not ADA has been advised of their possibility, neither ADA nor any of its representatives or agents, directors, officers, employees, agents, representatives or members, shall be liable, whether under contract, tort (including negligence) or otherwise, for any indirect, special, punitive, incidental or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, that may be suffered by you or any of your directors, officers, employees, agents, representatives or contractors or any third party.
• If at any time an allegation of infringement of any rights of any third party is made, or in ADA's opinion is likely to be made, with respect to any of the Product, ADA may, at its option and at its own expense (i) obtain for you the right to continue using the Product, (ii) modify or replace the Product or any portion thereof so as to avoid any such claim of infringements, or (iii) refund to you the License Fee. ADA shall have no liability to you if any claim of infringement would have been avoided except for your refusal to use any modified or replacement Product supplied or offered to be supplied pursuant to this Section 4(b) or to otherwise cease using the Product. Notwithstanding anything contained in this Agreement, and except as set forth in Section 4(b) hereof, ADA's liability to you for damages pursuant to this Section 4(b), if any, shall not exceed the amounts of the License Fee paid by you for the Product subject to any such claim.
• Section 4(b) states the entire liability of ADA with respect to the infringement or alleged infringement of any third party rights of any kind whatsoever by any of the Product.
• TERMINATION: This Agreement may be terminated immediately by ADA upon breach of any provision of this Agreement by you. Upon any termination of this Agreement, you shall immediately discontinue the use of the Product and shall within ten (10) days either return files(s) on diskette(s), if any, to ADA or certify in writing to ADA that the Product has been deleted from your computer and is eliminated from your premises.
• GOVERNING LAW; ATTORNEY'S FEES: This Agreement shall be governed by the laws of the State of Illinois without reference to its conflict of laws provisions and you further consent to jurisdiction by the state and federal courts sitting in the State of Illinois .
• MISCELLANEOUS: This Agreement constitutes the complete and exclusive agreement between ADA and you with respect to the subject matter hereof, and supercedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in writing duly signed by an authorized representative of ADA and you. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances, or (ii) of the remaining provisions hereof under all circumstances. Headings shall not be considered in interpreting the Agreement.
• EXPORT: You may not load or export or re-export any of the Product or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations.
BY ACCESSING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS LICENSE AGREEMENT AND AGREE TO BE
BOUND BY ITS TERMS.