Subscription and License Agreement
Wolters Kluwer Health, Inc.
By clicking "AGREE" (or opening and using the Mobile application and/or content (the “Licensed Materials”)), you agree to become bound by the terms of this Subscription and License Agreement ("Agreement"). If you do not agree to BE BOUND BY these terms, click "decline" (or do not open the licensed materials and promptly return it if applicable), YOU MAY NOT ACCESS THE licensed materials. ANY ACCESS TO AND USE OF THE LICENSED MATERIALS IS SUBJECT TO AND WILL CONSTITUTE ACCEPTANCE OF THIS AGREEMENT. READ THE FOLLOWING TERMS IN THIS AGREEMENT CAREFULLY BEFORE INDICATING YOUR ACCEPTANCE.
In this Agreement, the term "you" refers to an individual purchasing a Wolters Kluwer Health, Inc. (“Licensor” or “WKH”) subscription under this Agreement, on his or her own behalf only .
You represent that (a) you have read, understand, and agree to be bound by this Subscription and License Agreement, and (b) you are of legal age to form a binding contract with Licensor.
1. LICENSE: In consideration of the subscription fee paid to WKH and your acceptance of this Agreement, grants you a non-exclusive, non-transferable license and right to use and access the Licensed Materials on or through a mobile device (e.g., a tablet or smartphone) for your individual use only in accordance with the terms and conditions of this Agreement.
2. OWNERSHIP: The Licensed Materials, including without limitation all copyrights and other intellectual property rights therein, are the sole and exclusive property of WKH (or its parents, subsidiaries, affiliates, or designees) or its suppliers. By indicating that you agree to and 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.
3. PERMITTED USES: You may occasionally print out individual articles for personal clinical, educational or research use and/or email individual articles to a colleague, provided that the articles printed and emailed by you contain in aggregate only insubstantial portions of the Licensed Materials and include a source reference to WKH and its copyright notice. Under no circumstances may you print or email large numbers of articles from the Licensed Materials.
4. PROHIBITED USES: Except as expressly permitted in this Agreement, any copying, printing, distributing, or modifying of the Licensed Materials is strictly prohibited. No part of the Licensed Materials may be used to train, process or input the Licensed Materials by or into automated software, services or tools, including, but not limited to, artificial intelligence solutions, algorithms, machine learning, large language models, robots, spiders, crawlers, search engines, data mining or any other aggregation functionality.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, or hyperlinked, indexed, or otherwise utilized 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. The Licensed Materials may not be combined with other content in knowledge banks or through similar technologies. No part of the Licensed Materials may be reverse engineered or included in any other application. For purpose of clarity, you shall not use the Licensed Materials to develop any product(s) or service(s) which could be competitive with the Licensed Materials or any other product(s) or service(s) provided by WKH or its affiliates. WKH 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 or excessive download traffic volumes. You agree to comply with all applicable laws, including all US export laws and regulations, in connection with Your access and use of the Licensed Materials.
5. SUBSCRIPTION TERM: You have obtained the right to use and access the Licensed Materials for the subscription period for which you have agreed to pay subscription fees. At the end of this period, your license and your associated rights, such as technical support, will expire and terminate automatically, unless you have renewed your subscription on WKH's then-current terms. WKH may embed technology in the Licensed Materials causing them to become inaccessible after your subscription period. 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: YOU ACKNOWLEDGE AND AGREE THAT LICENSOR, ITS AFFILIATES AND/OR ITS LICENSORS ARE NOT ENGAGED IN THE PRACTICE OF MEDICINE, THAT LICENSOR, ITS AFFILIATES AND/OR ITS LICENSORS PROVIDE NO MEDICAL, PHARMACEUTICAL, BUSINESS, OR OTHER PROFESSIONAL ADVICE OR PATIENT SERVICES IN CONNECTION WITH THIS AGREEMENT, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ALL DECISIONS REGARDING MEDICAL DIAGNOSIS AND TREATMENT OF ANY PERSON UNDER YOUR CARE OR OTHERWISE. THE LICENSED MATERIALS ARE PROVIDED AS A GUIDE AND REFERENCE, AND ARE NOT INTENDED TO BE, AND SHOULD NOT BE USED AS, A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE AND JUDGMENT. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ANYONE USING THE LICENSED MATERIALS HAS, AND RELIES ON, SUITABLE DISCRETION, EXPERIENCE, AND JUDGMENT IN MEDICAL DIAGNOSIS AND TREATMENT, INCLUDING WITHOUT LIMITATION, DETERMINING THE ACCURACY, COMPLETENESS, TIMELINESS, AND SUITABILITY OF THE LICENSED MATERIALS. YOU ACKNOWLEDGE 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 YOU AND/OR HEALTHCARE PROFESSIONALS PROVIDING PATIENT CARE OR PHARMACY SERVICES. THE LICENSED MATERIALS CONTAIN GENERALIZED INFORMATION AND ARE NOT INTENDED TO TAKE INTO CONSIDERATION ANY PATIENT SPECIFIC ATTRIBUTES, INCLUDING AGE, WEIGHT, GENDER, HEALTH HISTORY, CURRENT HEALTH CONDITIONS OR CONCURRENT THERAPIES, TREATMENTS OR MEDICATIONS.STANDARDS AND PRACTICES IN MEDICINE CHANGE AS NEW DATA BECOME AVAILABLE, AND YOU ARE RESPONSIBLE FOR ENSURING THAT PROFESSIONAL USERS CONSULT A VARIETY OF SOURCES AND NOT RELY SOLELY ON THE LICENSED MATERIALS TO PROVIDE INFORMATION POTENTIALLY RELEVANT TO PATIENT HEALTHCARE DECISIONS OR COUNSELING. LICENSOR AND ITS AFFILIATES AND/OR ITS LICENSORS DO NOT PERFORM ANY INDEPENDENT STUDY OR REVIEW OF HEALTH CONDITIONS, TREATMENTS, THERAPIES OR MEDICATIONS IN CONNECTION WITH PUBLISHING THE LICENSED MATERIALS. WHILE INFORMATION MAY BE UPDATED FROM TIME TO TIME, IT MAY NOT INCLUDE THE MOST RECENT INFORMATION POTENTIALLY AVAILABLE REGARDING ANY HEALTH CONDITION, TREATMENT, THERAPY OR MEDICATION.
8. LIMITED RIGHTS NOTICE. Any access to the Licensed Materials provided under contract to the U.S. Government is provided with limited rights. The Licensed Materials consist of data, as defined in 48 CFR 27.401 or 48 CFR 27.404-2(a), as applicable, and restricted computer software as defined in 48 CFR 27.401. The Licensed Materials may be reproduced and used by the U.S. Government, provided that they will not be used for or in connection with manufacturing and will not be disclosed outside of the U.S. Government or to any U.S. Government contractor, without the prior express written permission of WKH.
9. LIMITED WARRANTY: If WKH 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 WKH 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.
10. LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL WKH, ITS AFFILIATES, ITS LICENSORS, ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, OR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION, PROMOTION, OR MARKETING OF THE LICENSED MATERIALS BE LIABLE TO YOU OR ANY OTHER PARTY WHOSE CLAIM IS RELATED TO THIS AGREEMENT, UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: FOR (I) LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES OR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, EXEMPLARY, CONSEQUENTIAL, OR SIMILAR DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER THE APPLICABLE ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) FOR ANY CLAIMS, DAMAGES OR COSTS OF ANY NATURE IN EXCESS OF THE LICENSE FEES PAID BY YOU TO WKH DURING THE TWELVE (12) MONTHS PRECEDING THE EARLIEST EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY AND THE DISCLAIMERS SET FORTH IN SECTION 9 ARE INDEPENDENT OF ANY REMEDIES SET FORTH HEREIN AND WILL SURVIVE AND APPLY EVEN IF SUCH REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY IS A MATERIAL PART OF THE CONSIDERATION PROVIDED BY THE OTHER PARTY IN EXCHANGE FOR THE RIGHTS GRANTED UNDER THIS AGREEMENT.
11. PRIVACY: The WKH Privacy & Cookie Notice applies to your use of the Licensed Materials and is available at https://www.wolterskluwer.com/en/privacy-cookies. This Privacy & Cookie Notice is designed to inform you about the types of information that WKH may collect from and/or about you when you use the Licensed Materials, including such tools that may record interactions with WKH and/or the Licensed Materials, including, but not limited to, clicks, mouse movements, hovers and scrolling, keystrokes in non-excluded fields, IP address, location and similar meta data.
12. 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 WKH. WKH's waiver of any right shall not constitute a waiver of that or any other right in the future. 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. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The courts located in New York County (borough of Manhattan), New York, will have exclusive jurisdiction over any dispute relating to this Agreement or the Licensed Materials, and each party consents to the exclusive jurisdiction of those 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. 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. In addition to any other provision of this Agreement that by its terms survives expiration or termination of this Agreement, Sections 2, 4, and 7-12 survive in full force and effect following expiration or termination of this Agreement.
Should you have any questions regarding this Agreement, you may contact WKH at the email address or telephone numbers set forth below.
Wolters Kluwer Health, Inc.
[email protected]
Telephone: 1-800-998-6374 or +1-781-392-2000
ISSN: 1090-3496
