This is a legal agreement ("Agreement") between you and the party licensing these copyrighted INTERACT® materials, Florida Atlantic University (“University”) located at 777 Glades Road in Boca Raton Florida 33431. This Agreement details the use of a group of materials known as INTERACT® that includes certain electronic and/or written materials such as pdf, Excel and Word documents available on a web page. This Agreement covers your permitted download, installation of these documents on your computer, and use of the INTERACT® Licensed Materials (defined below). BY CLICKING ON THE "I AGREE" BUTTON ABOVE AND PRESSING THE ENTER KEY, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. If you do not agree with the terms of this Agreement and click the “I DISAGREE” button above, you may not download, install or use the INTERACT® Licensed Materials. As used in this Agreement, " INTERACT® Licensed Materials" means the INTERACT® documents downloaded from this website in electronic (pdf, Word, Excel etc.) or written format and the INTERACT® trademark.
1. FEES. Clinical use of INTERACT® Licensed Materials is provided without charge, but use and access of these materials is contingent on following the terms of this Agreement.
2. GRANT OF LICENSE. Subject to the terms and conditions of this Agreement, University grants to you a limited, non-exclusive, non-transferable license (the " INTERACT® License") to download, install and use the INTERACT® Licensed Materials solely for your internal operations and internal business purposes. University shall retain all title, copyright, trademark rights, and other intellectual proprietary rights in, and ownership of, the INTERACT® Licensed Materials regardless of the media upon which the original or any copy may be recorded or fixed. Any rights in INTERACT® Licensed Materials not granted herein are expressly reserved by University.
3. SCOPE OF USE. Your use of the INTERACT® Licensed Materials may not exceed the applicable use restrictions under this Agreement.
4. OTHER RESTRICTIONS. THESE INTERACT® LICENSED MATERIALS MAY NOT BE RESOLD OR USED AS CONTENT OR ADVERTISING FOR COMMERCIAL (FEE FOR SERVICE) TRAINING SEMINARS, WEBINARS, OR CONSULTING SERVICES; THESE MATERIALS MAY NOT BE INCORPORATED INTO SOFTWARE, INCLUDING BUT NOT LIMITED TO ELECTRONIC HEALTHCARE RECORD SYSTEMS; NO REVERSE ENGINEERING. You shall not directly or indirectly: (i) sell, lease, redistribute or transfer any of the INTERACT® Licensed Materials, whether in printed or electronic form; (ii) modify, create software programs based on, translate, create derivative works based on, sublicense, or distribute any of the INTERACT® Licensed Materials; (iii) rent, lease or license any rights in any of the INTERACT® Licensed Materials in any form to any person; (iv) you may not use any INTERACT® Licensed Materials for the benefit of any third parties or in any way other than your internal operations and internal business purposes; (v) or remove, alter or obscure any proprietary or copyright or trademark notices, labels, or marks on or within the INTERACT® Licensed Materials or any copies thereof. You are responsible for all use of the INTERACT® Licensed Materials and for any downloading, installing and using the INTERACT® Licensed Materials and for compliance with this Agreement; any breach by you or any user shall be deemed to have been made by you. This Agreement does not transfer to you any title or any ownership right or interest in any INTERACT® Licensed Materials or in any other intellectual property rights of University. You acknowledge that the INTERACT® Licensed Materials and that the trademark INTERACT® used alone and with associated logos as in US Registration No. 4,236,059, as used in connection with these products is owned by University. You are not permitted to make any use of or alteration to the INTERACT® trademarks beyond the terms of this Agreement without the written authorization of University. Printing by a third party print vendor is permissible, provided that the INTERACT licensed materials are not altered, that the INTERACT trademark and footer are present, that no 3rd party trademark is applied, and that what you print is only for your internal use and that you print no more than is necessary for your own internal use.
5. TECHNICAL SUPPORT. No technical support or guidance for use will be provided by University concerning the proper use of INTERACT® Licensed Materials beyond this license agreement.
6. WARRANTY AND DISCLAIMER. INTERACT® LICENSED MATERIALS, AND ANY OTHER DOCUMENTATION, MATERIALS AND/OR DATA PROVIDED BY UNIVERSITY ARE PROVIDED "AS IS" AND "WITH ALL FAULTS," AND UNIVERSITY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY UNIVERSITY ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. UNIVERSITY DOES NOT WARRANT THAT THE INTERACT® LICENSED MATERIALS OR ANY OTHER INFORMATION, MATERIALS, DOCUMENTATION OR TECHNOLOGY PROVIDED UNDER THIS AGREEMENT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT UNIVERSITY’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR YOUR BENEFIT ONLY. University makes no warranty associated with the use of INTERACT® Licensed Materials to change the clinical outcome or aggregate re-hospitalization rates for Long Term Care Facilities or other health care facilities or health care practitioners that choose to utilize INTERACT® Licensed Materials.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL UNIVERSITY BE LIABLE FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION AND OTHER CONTRACT OR TORT CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, OR THE USE OF THE INTERACT® LICENSED MATERIALS.
8. GOVERNING LAW; ARBITRATION. This Agreement shall be governed in all respects by the laws of the State of Florida, USA, without regard to choice-of-law rules or principles.
9. SEVERABILITY. If any provision of this Agreement is held to be illegal or unenforceable for any reason, then such provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under law, and the remainder of this Agreement shall remain in full force and effect.
10. ASSIGNMENT. You may not assign or otherwise transfer this Agreement without University’s prior written consent.