Terms & Conditions
Last Modified: December 2020
“Content” means text, design, graphics, icons, images, downloads, interfaces, code, software, and any other audio and visual information or material made available to you in the course of using the Service or forming part of the Service.
“Intellectual Property Rights” means any and all: (i) inventions (whether patentable or not), patent applications, and patents; (ii) copyrightable works (including computer programs), design rights, copyrights, mask works, and rights in data and databases; (iii) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith; (iv) trade secrets, know-how, and other confidential information; and (v) all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights.
“Technology” means all of the proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) used by MedStudy in providing the Service.
2. License Grant and Restrictions.
LIMITED LICENSE TO INSTRUCTORS ASSOCIATED WITH AN INSTITUTIONAL SUBSCRIPTION
Subject to your compliance with this Agreement and Policies, MedStudy hereby further grants to a program administrator associated with an Institutional Subscription a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable and non-commercial copyright license to reproduce and create derivative works of MedStudy Content in the form of custom exams, tests, and assessments (the “Exams”), and for a program administrator to distribute the Exams through a secure online exam portal to its students, residents or clinicians in a medical field (“Students” or “Student”) subject to the terms of your subscription to MedStudy services. The program administrator agrees that the Exams will preserve the overall appearance of the MedStudy Content and not materially modify the MedStudy Content. This limited license is for the sole purpose of allowing program administrators the limited ability to create custom exams using MedStudy Content that program administrators will offer on a secure online testing platform (“Purpose”). Program administrators will obtain all other necessary rights, licenses, and permissions to use the Exams for the Purpose, including but not limited to the payment of license fees for an online secure testing portal service. Use of the MedStudy Content for any purpose other than this Purpose is strictly prohibited. Program administrators may not, during or after the Term, license, sublicense, or authorize third parties to use the MedStudy Content or Exams except as provided herein. All right, title and interest in derivative works created for the Purpose under the Institutional Subscription is assigned to MedStudy Corporation. Program administrator agrees to include a copyright notice on the Exams or MedStudy Content distributed to Students under this Agreement in the following format: “All materials of MedStudy Corporation used under license. ©2020 MedStudy Corporation. All rights reserved.”
3. Your Responsibilities.
To access certain features of the Service, you may be required to provide personal and/or other information as part of the account registration or log-in process. If you choose, or you are provided with, a username or password, you must treat such information as confidential, and you must not disclose it to any third party. You are responsible for all activity occurring under your account. MedStudy is not liable for any loss or damage arising from your failure to protect your username or password. You will abide by all applicable laws in connection with your use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data. You will: (i) notify MedStudy promptly of any unauthorized use of your password(s) or account(s) or any other known or suspected breach of security; and (ii) report to MedStudy promptly and use reasonable efforts to stop any copying or distribution of Content that is known or suspected by you.
By using the Service, you represent that you are at least eighteen (18) years old. You agree not to:
- impersonate others or provide false identity information to gain access to or use the Service;
- “harvest” (or collect) Content or other information from the Service using an automated software tool or manually on a mass basis (including, for example, information about other users of the Service and information about MedStudy’s offerings, products, services, and promotions);
- use automated means to access the Service, or gain unauthorized access to the Service or to any account or computer system connected to the Service;
- obtain, or attempt to obtain, access to areas of the Service or our systems that are not intended for access by you;
- “flood” the Service with requests or otherwise overburden, disrupt, or harm the Service or our systems; or
- restrict or inhibit other users from using or enjoying the Service.
You understand that by using the Service, you may be exposed to medical education materials and other Content that people may find offensive, indecent, or objectionable. You understand and agree that MedStudy will not have any liability to you for any Content that may be found to be offensive, indecent, or objectionable.
5. Intellectual Property Ownership and Feedback.
If you provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other similar information (“Feedback”) to MedStudy, you hereby irrevocably and exclusively assign to MedStudy all right, title, and interest (including all Intellectual Property Rights) in and to the Feedback to MedStudy, and you acknowledge and agree that MedStudy may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in any manner it deems appropriate. MedStudy will treat any Feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to MedStudy any Feedback or other information that you consider to be confidential or proprietary.
6. Changes to the Service.
MedStudy reserves the right to make changes to, or to suspend or discontinue (temporarily or permanently), the Service or any portion thereof. You agree that we will not be liable to you or to any third party for any such change, suspension, or discontinuance.
7. Charges and Payment of Fees.
8. Term and Termination.
9. Disclaimer of Warranties and Limitation of Liabilities.
a. Disclaimer. THE SERVICE, THE CONTENT, AND THE TECHNOLOGY ARE PROVIDED TO YOU ON AN “AS IS” “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND MEDSTUDY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. NEITHER MEDSTUDY NOR ANY PERSON ASSOCIATED WITH MEDSTUDY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE, THE TECHNOLOGY, OR THE CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER MEDSTUDY NOR ANY PERSON ASSOCIATED WITH MEDSTUDY REPRESENTS OR WARRANTS: (i) THAT USE OF THE SERVICE WILL BE SECURE, TIMELY, OR UNINTERRUPTED, OR THAT THE SERVICE, THE TECHNOLOGY, OR THE CONTENT WILL BE ACCURATE, RELIABLE, OR ERROR-FREE; (ii) THAT THE SERVICE OR THE TECHNOLOGY WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, OR SYSTEM; (iii) THAT THE SERVICE, THE TECHNOLOGY, OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (iv) THAT THE SERVICE, THE TECHNOLOGY, OR THE SERVER(S) THAT MAKES THE FOREGOING AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (v) THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED. ALL WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. The Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications and networks. MedStudy is not responsible for any delays, delivery failures, or other damages resulting from those problems.
b. Maximum Liability. IN NO EVENT WILL MEDSTUDY’S AGGREGATE LIABILITY TO YOU FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, THE TECHNOLOGY OR THE CONTENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT YOU ACTUALLY PAID MEDSTUDY IN THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM.
c. Exclusion of Damages. IN NO EVENT WILL MEDSTUDY OR OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDER BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER SIMILAR TYPES OF DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, THE TECHNOLOGY OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS, OR BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. USE OF THE SERVICE, THE TECHNOLOGY AND THE CONTENT IS AT YOUR SOLE RISK.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply to you.
10. Local Laws and Export Control.
MedStudy is based in the State of Colorado in the United States. MedStudy makes no representation that the Service is appropriate or available for use in other locations. If you access or use the Service from other locations, you are solely responsible for compliance with all applicable laws, including, without limitation, export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited.
For contractual purposes, you consent to receive communications from us by means of a general notice on the Site, by email to the email address on record in connection with your account, or in other electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. All notices and other communications from you to MedStudy shall be in writing and shall be deemed to have been given when delivered by nationally recognized overnight delivery to the following address: MedStudy Corporation, 1455 Quail Lake Loop, Colorado Springs, CO 80906.
14. Questions or Additional Information.