Thieme|Area9 License Agreement

Concerning use of the Thieme|Area9 Products.

1 DEFINITIONS AND INTERPRETATION

1.1 In this License Agreement, the following words and expressions have the meanings stated below, un-less the context requires otherwise.

Agreement; this License Agreement including the terms and conditions for this Agreement, which grants a License for use of the Products.

Digital Content; all information, any books, jour-nals, and other materials that can be viewed, ac-cessed and downloaded from the platform.

Documentation; the explanatory electronic mate-rials provided by Thieme|Area9 with the Products including license specifications, instructions on how to use the Products, user manuals and tech-nical specifications

Effective Date; as set out in this Agreement, should be interpreted as from the time of acceptance of the Agreement. The use of the Products corre-sponds to Licensees unconditional acceptance of the Agreement for using the Products

Intellectual Property Rights; All intellectual proper-ty rights, including but not limited to, title, pa-tents, copyright, registered designs, trademarks etc.

Force Majeure; any event that either Party has not reasonably been able to predict, control, avoid or remedy, including – depending on the circum-stances –, disruptions of electricity supply, public authority prohibition or enforcement notices, strikes and lockouts, acts of terrorism, wars, civil wars, riots, natural disasters, nuclear accidents, epidemics, pandemic diseases, fires, floods, storms, sabotage, criminal damage, third-party delivery faliure and similar events.

License Period; as set out in the Agreement

Licensee; the end-user, meaning any physical or legal person who is granted access by Thieme|Area9 to use or interact with the Products.

Party; Thieme|Area9, Eva-Cathrin Weinstein Gen Ptr, 333 7th Ave, FL 18, New York, NY 10001, em-ployer ID no 84-3103358, or the Licensee.

Parties; Thieme|Area9 and Licensee.

Person; any physical or legal person.

Platform; the Thieme|Area9 online personalized education platform and associated documentation

Products; the Platform including, without limita-tion, all Digital Content, all Documentation, all services, functions and materials and any other services provided by the Licensee and any of their sub-suppliers according to this Agreement.

Update; a change or update of the Products func-tionality, design and/or user interface performed by Thieme|Area9

1.2 Expressions, such as “including” and similar ex-pressions, mean “including, but not limited to”.

1.3 Words in the singular include the plural and vice versa.

1.4 The headings of the Agreement are for guidance only and have no separate legal effect on the un-derstanding or interpretation of the provisions of the Agreement.

2 LICENSE AND USE-RIGHTS

2.1 Subject to the terms and conditions set out in this Agreement, Thieme|Area9 grants to Licensee a personal, non-exclusive, non-transferable, revoca-ble, limited license to use the version of the Prod-ucts, selected by Licensee upon online signup, as set out in the Agreement.

2.2 Licensee’s use of the Products shall be restricted to the limitations set out in this Agreement and as limited according to the online sign-up procedure.

2.3 EXCEPT AS EXPRESSLY AUTHORISED IN WRITING BY THIEME|AREA9 OR PERMITTED BY MANDATORY AP-PLICABLE LAW, LICENSEE IS NOT ENTITLED TO COPY, ADAPT, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, MODIFY OR MAKE ERROR CORREC-TIONS TO THE PRODUCTS OR BY ANY OTHER MEANS GAIN ACCESS TO THE SOURCE CODE OF THE PROD-UCTS IN WHOLE OR IN PART, NOR ATTEMPT TO DO ANY SUCH THINGS.

2.4 LICENSEE ARE EXPLICITLY PROHIBITED FROM: (I) USING THE PRODUCTS IN ANY OTHER FORM THAN OBJECT CODE; (II) USING THE PRODUCTS FOR ANY PURPOSE OTHER THAN AS SET OUT IN THIS AGREE-MENT; (III) OBTAINING TITLE TO THE PRODUCTS OR ANY INTELLECTUAL PROPERTY RIGHTS THEREIN; AND (IV) SUB-LICENSING THE PRODUCTS INCLUD-ING ANY DOCUMENTATION.

2.5 Licensee may only use the Products on the number of computers to which Licensee is entitled under this Agreement, according to the prices accepted upon sign-up. Thieme|Area9 reserves the right to fully or partially alter or terminate any rights granted to the Licensee.

2.6 Unless Thieme|Area9 has given its written ad-vanced approval, the Products can only be used for Licensee’s individual and educational use, accord-ing to specific agreement of the scope between the parties, and cannot be used by or for the pur-poses of any third party, including for purposes of offering or providing education or training. Fur-ther, Licensee may not without approval from Thieme|Area9 give or distribute access to the Products to any third party.

2.7 Any use of the Products outside the license specif-ically granted by Thieme|Area9 according to this Agreement constitutes an infringement of Thieme|Area9’s intellectual property rights and is a material breach of the Agreement.

3 LICENSE FEE AND PAYMENT TERMS

3.1 Licensee will when applicable pay a fee for the license to the Products in accordance with the accepted price upon sign-up.
The Parties further agree and understand that license fees may be amended without notice to Licensee as necessary to reflect, as applicable, the number of Licensees, number of courses and/or any other variables upon which the license fee is calculated or agreed.

3.2 All prices are stated exclusive of value added taxes, customs duties and similar public charges that shall be paid by Licensee.

3.3 A paid License Period cannot be terminated before the end of the period for which the Licensee has already paid. Licensee cannot have any already charged fees refunded. Licensee will have access to the Products until the end of the License Period that has already been charged.

3.4 Payment terms shall be net thirty (30) days from the date of invoice.

3.5 Licensee has the responsibility, and carries the risk for, that the payment details are correct and allow for successful transfer of payment.

3.6 If payments are made after the due date, Thieme|Area9 will charge reminder fees and in-terest in accordance with applicable law.

4 OWNERSHIP OF INTELLECTUAL PROP-ERTY RIGHTS

4.1 Title to the Products and all applicable rights including copyrights, trade secrets and other in-tellectual property rights inherent in the Products, will remain the property of Thieme|Area9 or the relevant third parties from whom Thieme|Area9 has obtained the right to license the Products or part thereof. All rights in databases (including all data compilations) attaching to data in the Prod-ucts belong to Thieme|Area9 or the relevant third parties from whom Thieme|Area9 has obtained the right hereto. No title to or ownership in the Products is transferred to the Licensee.

4.2 Licensee is only granted a use right under the Agreement and Thieme|Area9 reserves all rights in the Products not explicitly granted in the Agreement.

4.3 Thieme|Area9 and its suppliers shall keep all rights to software, know-how, inventions and the like used in connection with the provision for ac-cess to the Products. Any modifications, improve-ments and/or derivative works from, or of the Products made by or on behalf of Thieme|Area9 or Licensee shall be owned solely by Thieme|Area9 and its suppliers. Licensee hereby assigns and agrees to assign any rights it may hold to such works to Thieme|Area9 or its suppliers as appro-priate.

4.4 All copyright notices, other instructions or dis-claimers of Thieme|Area9 or the copyright holder in the online version of the Products, or all other similar screen texts must not be removed or al-tered in any way. No part of the Products repro-duced, posted, or distributed, whether for free or for a fee, to another party without prior written consent from Thieme|Area9 or other copyright holders.

4.5 Where the software features of the Products allow it, Thieme|Area9 permits a Licensee to submit or exhibit additional information, comments, and links to websites for viewing with the Digital Con-tent. When a Licensee submits his or her own con-tent or content whose copyright is owned by oth-ers, the Licensee agrees to obtain all necessary rights and licenses prior to the submission of such additional information.

4.6 If the Licensee submits her or his own content, that Licensee transfers to Thieme|Area9 the non-exclusive, royalty- free right to reproduce, adapt, translate, or publish any such submitted Licensee-submitted content worldwide without any compen-sation or permission from the submitting Licen-see. In addition, the Licensee transfers to Thieme|Area9 the right to view, delete and/or edit any Licensee content submitted or exhibited with-out warning or liability to Thieme|Area9.

5 DELIVERY OF PRODUCTS

5.1 The Products is provided by Thieme|Area9 and sub-suppliers hereto via the internet from a public cloud hosted by third party hosting providers.

5.2 On the Effective Date, the Licensee will create user login and password in order for the Licensee to obtain access to the Products. The Licensee must use the chosen user login and password to access the Products through the internet. The au-thorised user login and password are personal and confidential to the Licensee.

5.3 Thieme|Area9 and its sub-suppliers are entitled to perform Updates on a regular basis taking into ac-count Thieme|Area9’s assessment of the needs of all its customers from time to time and to ensure a stable Products performance.

6 SERVICE AND SUPPORT

6.1 The Agreement does not provide Licensee with any rights to future updates and maintenance of the Products. Thieme|Area9 may, however, in its sole discretion, decide to provide Licensee with subsequent updates and patches to the licensed version of the Products. Such subsequent updates and patches will be subject to the terms of the Agreement.

6.2 Thieme|Area9 reserves the right to make the changes or updates it deems necessary including limitation to the scope, functionalities and con-tent of the Products or part thereof at any time in order to comply with legal requirements or ensur-ing compliance with third party intellectual prop-erty rights. Licensee’s sole remedy in the event of such changes shall be to terminate the Agree-ment, but the Licensee will not be entitled to claim compensation or proportionate reduction due to unavailability.

6.3 If the Licensee wishes to obtain other services from Thieme|Area9, including development, advi-sory and consultancy services, Thieme|Area9 and the Licensee must conclude a separate agreement in that respect.

7 DATA PROCESSING AND SECURITY

7.1 Licensee acknowledges and agrees that the Prod-ucts are provided by Thieme|Area9 and their sub-suppliers, Area9 Lyceum and Thieme Medical Pub-lishers from a public cloud hosted by a third party hosting provider, currently, Amazon Web Services, Inc. and its affiliates (“Amazon”). More information regarding the current security processes may be found on http://www.amazon.com/security. Thieme|Area9 may change its third party hosting provider at any time upon written notice to Licen-see.

7.2 As a part of Thieme|Area9’s provision of the Prod-ucts, Thieme|Area9 will detect and register non-personal technical information about the Products and the devices used to access the Products (“Technical Data”). Thieme|Area9 processes only Technical Data relevant and necessary for provid-ing the Products, including maintenance and sup-port. By entering into the Agreement, Licensee agree that Technical Data collected during the term of the Agreement may be processed by Thieme|Area9 and its collaborators both during and after the term of the Agreement for any pur-pose.

7.3 To the extent Licensee provides personal data to Thieme|Area9 for its operation of the Products (“Licensee Data”), Thieme|Area9 is data processor and Licensee is data controller under the applica-ble legislation concerning processing of personal data in connection with the provision of the Prod-ucts. Consequently, it is agreed that in relation to data processing Thieme|Area9 shall act solely on Licensee’s instructions. Thieme|Area9 shall follow industry practice to prevent accidental or unlawful destruction, loss or deterioration of data and to prevent unauthorised disclosure, misuse or other processing of such data, provided, however, that Thieme|Area9 shall not be obliged to take measures which would require changes to the technical or contractual set-up with the third party hosting provider.

7.4 Licensee acknowledges and agrees that Licensee’s data may be processed in any part of the world where the third party hosting provider contracted by Thieme|Area9 has servers, and that data, ex-cept for personal data, including usernames and passwords, is transmitted unencrypted over public Internet infrastructure unless otherwise dictated by mandatory legislation.

7.5 Licensee acknowledges and agrees that Licensee is responsible for ensuring the security of the de-vices and data connections used to access the Products.

8 LICENSEE’S OBLIGATIONS

8.1 It is a precondition for Licensee’s use of the Prod-ucts that the Licensee has established network access that may be used for transfer of data be-tween the Licensee and the third party hosting provider used by Thieme|Area9. The Licensee car-ries all expenses and the complete liability for this network access.

8.2 The Licensee will comply with the restrictions in the Agreement and update the information re-garding Licensee at all times. Licensee is obligat-ed to store and use login, passwords and any oth-er security keys properly. Licensee must notify Thieme|Area9 immediately upon recognition that the security in respect of access to the Products potentially has been compromised.

8.3 Licensee must notify Thieme|Area9 immediately upon recognition of defaults and defects of the Products.

9 THIEME|AREA9 WARRATY AND LIA-BILITY

9.1 THE PRODUCTS ARE PROVIDED “AS IS,” “WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IM-PLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PRO-CESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CON-TENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THIEME|AREA9 DISCLAIM ANY AND ALL SUCH WAR-RANTIES, EXPRESS AND IMPLIED.

9.2 THIEME|AREA9 DO NOT WARRANT THAT THE PROD-UCTS, FUNCTIONS OR MATERIALS WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. THIEME|AREA9 MAKE NO WARRANTY THAT THE PRODUCTS WILL MEET LICENSEE’S REQUIREMENTS. NO ADVICE, RE-SULTS OR INFORMATION, WHETHER ORAL OR WRIT-TEN, OBTAINED BY LICENSEE FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THIEME|AREA9 AL-SO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, LICENSEE’S COMPUTER EQUIP-MENT OR OTHER PROPERTY ON ACCOUNT OF LICEN-SEE ACCESS TO, USE OF, OR BROWSING IN THE SITE OR LICENSEE DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. IF LICENSEE IS DISSATISFIED WITH THE SITE, LICENSEE’S SOLE REMEDY IS TO DISCONTINUE US-ING THE SITE.

9.3 THIEME|AREA9 TRY TO ENSURE THAT THE INFOR-MATION POSTED ON THE SITE IS CORRECT AND UP-TO-DATE. THIEME|AREA9 RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SITE AT ANY TIME AND WITHOUT ANY WARNING. THIEME|AREA9 CAN-NOT, AND DO NOT, GUARANTEE THE CORRECTNESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE SITE, NOR WILL THIEME|AREA9 BE LIABLE FOR ANY INAC-CURACY OR OMISSION CONCERNING ANY OF THE IN-FORMATION PROVIDED IN THE PRODUCTS.

9.4 THIEME|AREA9 WILL NOT PROVIDE ANY ADVISORY SERVICES CONCERNING THE LICENSEE’S USE OF THE PRODUCTS WITHOUT A SEPARATE WRITTEN AGREEMENT, AND THE LICENSEE’S USE IS AT THE LICENSEE’S OWN RESPONSIBILITY AND RISK. IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLI-GENCE, SHALL THIEME|AREA9, ANY EMPLOYEE OF THIEME|AREA9, OR ANY OF THEIR DIRECTORS, OF-FICERS, EMPLOYEES, AGENTS, AUTHORS, EDITORS, OR THEIR ESTATES, PROGRAMMERS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PRO-TECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, IN-DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE PRODUCTS AND FUNCTIONS RELATED THERETO, LICENSEE PROVI-SION OF INFORMATION VIA THE SITE, LOST BUSI-NESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT AL-LOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN LICENSEES. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CON-NECTION WITH ANY DIGITAL CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY LICENSEE OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TO-TAL AGGREGATE LIABILITY OF THE PROTECTED EN-TITIES TO LICENSEES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLI-GENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR LICENSEE USE OF THE SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY LICENSEE TO THIEME|AREA9 OR ITS AGENTS FOR THE USE OF THE SITE OR PURCHASE OF PRODUCTSS VIA THE SITE.

9.5 Medical knowledge is ever changing. As new re-search and clinical experience broaden the knowledge, changes in treatment and drug thera-py may be required. The authors and editors of the Digital Content herein have consulted sources believed to be reliable in their efforts to provide information that is complete and in accordance with the standards accepted at the time of publi-cation. However, in view of the possibility of hu-man error by the authors and editors of the Digital Content, or changes in medical knowledge, Thieme|area9 or any other party who has been in-volved in the preparation of this Digital Content, warrants that the information contained herein is in every respect accurate or complete, and they are not responsible for any errors or omissions or for the results obtained from use of such infor-mation. Licensees are encouraged to confirm the information contained herein with other sources. For example, Licensees are advised to check the Products information sheet included in the pack-age of each drug they plan to administer to be certain that the information contained in this Digi-tal Content is accurate and that changes have not been made in the recommended dose or in the contraindications for administration. This recom-mendation is of particular importance in connec-tion with new or infrequently used drugs.

9.6 Some of the Products names, patents, and regis-tered designs referred to in the Digital Content are in fact registered trademarks or proprietary names even though specific reference to this fact is not always made in the text. Therefore, the ap-pearance of a name without designation as pro-prietary is not to be construed as a representation by Thieme|area9 that it is in the public domain.

9.7 Nothing in this Agreement shall be construed to limit Thieme|Area9 ‘s liability under the mandato-ry provisions of applicable Products liability laws. Any Products liability is, however, disclaimed to the furthest extent possible according to applica-ble laws.

9.8 Thieme|Area9 ‘s disclaimer of liability under the Agreement also applies to Thieme|Area9 ‘s em-ployees, representative, sub-suppliers and physi-cal and legal persons assisting in deliveries. Con-sequently, these Persons cannot be held liable for the Licensee’s damages or losses, if any, either.¬¬

10 LICENSEE’S LIABILITY

10.1 Licensee is liable for damages according to the general applicable law of damages for losses re-sulting from Licensee’s breach of the Agreement.

11 TERM AND TERMINATION

11.1 The Agreement will enter into force on the Effec-tive Date and continue until it is terminated by ei-ther Party in accordance with the provisions of the Agreement. The License Period will commence on the Effective Date and will automatically renew for another License Period, unless the Agreement is terminated in accordance with the provisions of the Agreement.

11.2 Thieme|Area9 may with immediate effect termi-nate the Agreement by written notice to the Li-censee, if Licensee breaches any material provi-sion of the Agreement and such breach is not cured within thirty (30) days after written notice thereof is received by the Licensee.

11.3 In the event of Licensee’s failure to adhere to the restrictions of the license, Thieme|Area9 may, by giving notice to Licensee, suspend Licensee’s ac-cess to the Products in whole or in part or termi-nate this Agreement in its entirety with immediate effect.

12 EFFECT OF TERMINATION

12.1 The license granted will cease upon any termina-tion of the Agreement and Thieme|Area9 will be entitled to terminate Licensee’s access to the Products without further notice.

12.2 Provisions in the Agreement relating to obliga-tions which have accrued or explicitly or by impli-cation have application beyond the term of the Agreement and any provision required to interpret and enforce the Parties’ rights and obligations un-der the Agreement to the extent required for the full observation and performance of the Agree-ment shall survive any termination or expiration of the Agreement.

13 OTHER PROVISIONS

13.1 Thieme|Area9 ’s decision not to exercise a right under the Agreement will not operate as a waiver of any of Thieme|Area9 ’s rights to exercise such right in accordance with the terms of the Agree-ment, e.g. under later similar circumstances.

13.2 If one or more of the provisions of the Agreement are declared invalid or unenforceable as a result of current mandatory legislation or legal instru-ments issued by public authorities or decisions made by public authorities, the Parties agree that the other provisions of the Agreement will be sev-ered and remain effective. The Parties agree to at-tempt through good faith negotiations to replace the invalid or unenforceable provisions with new provisions ensuring that the legal relationship be-tween the Parties is maintained to the widest ex-tent possible as assumed by the Parties when con-cluding the Agreement.

13.3 The Agreement contains the entire agreement between the Parties concerning the Products and supersedes all previous agreements between the Parties on the subject matter of the Agreement.

13.4 Thieme|Area9 will not be liable for any delay in or failure to perform any of its obligations under the Agreement, if such failure or delay is due to Force Majeure. In the case of Force Majeure, Thieme|Area9 has the right to terminate the agreement with immediate effect.

13.5 If Thieme|Area9 terminates this agreement the rights and obligations of the parties under this Agreement, including any license, will cease with immediate effect. The accrued rights or remedies of a party will not be affected.

13.6 If the Parties agree to amend this Agreement such amendment must be made in writing to be valid and a part of this Agreement.

14 GOVERNING LAW AND DISPUTES

14.1 The Agreement shall be governed by the laws of the State of New York, without regard to any ap-plicable conflicts of law principles to the extent that the application of the laws of another juris-diction would be required thereby. Any dispute, action, proceeding or claim arising out of or in re-lation to the Agreement, including disputes relat-ed to the existence, breach, interpretation, en-forcement, effect, termination or invalidity hereof, shall be referred exclusively to the jurisdiction of the federal courts located in the Southern District of New York or, if such courts decline to accept ju-risdiction, the courts of the State of New York lo-cated in the County of New York; provided, howev-er, that either Party may seek injunctive relief or other provisional remedies in any otherwise com-petent court. This will not prevent Thieme|Area9 from seeking interim remedies or any similar rem-edy available under relevant foreign legislation. The Parties will continue the proceedings in ac-cordance with the above provision irrespective of whether any interim remedy has been implement-ed.

14.2 Licensee acknowledges and agrees that, in the event of an actual, alleged or threatened breach of the Agreement, Thieme|Area9 is likely to suffer immediate and irreparable harm and may not have an adequate remedy at law, including mone-tary damages, and that Thieme|Area9 shall con-sequently be entitled to seek a temporary re-straining order, injunction or other form of equita-ble relief against the continuance or occurrence of such breach, in addition to any and all remedies to which Thieme|Area9 shall be entitled, without the posting of any bond or other security.

14.3 Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to the Agreement or the transactions contemplated hereby.

Version 2019