Terms & Conditions Of Use for Astute Doctor Website
The terms and conditions listed below govern use of the online educational services (the “Online Services”) and materials available therein (“Materials”) provided by Astute Doctor Pty Ltd, of Frenchs Forest NSW, Australia and its affiliates (collectively “Astute”). The terms “you” and “your” shall mean the registered user of the Astute Doctor website, which makes materials for continuing medical education (CME) available to physicians and other licensed healthcare professionals. You may only be an “Authorized User” of the Materials if you are a licensed physician or healthcare professional wishing to use the Online Service for CME purposes and provided your correct name and address and have chosen a unique username and password (herein, your “Astute ID”).
1. GRANT OF RIGHTS; RESTRICTIONS ON USE
1.1. If you are an Authorized User, Astute grants you a nonexclusive, nontransferable, limited right to access and use the Online Services and Materials for your educational purposes upon the terms of this Agreement as follows. As an Authorized User, you may:
(a) electronically display Materials retrieved from the Online Services for your individual use (you may not network others via LANs, WANs, intranets or the Internet);
(b) make a single printout of Materials accessed or downloaded (“Authorized Printouts”) for your own personal use.
For the avoidance of doubt, downloading and storing Materials in an archival database is prohibited. The Online Services and the Materials are protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use. If you are not an Authorized User, you are not permitted to access or use the Online Services for any purpose whatsoever. If you nevertheless access and use the Online Services or Materials without authorization, your access and use will be governed by these General Terms and Conditions and you will be liable to Astute for any breach of the General Terms and Conditions as well as for unauthorized access and payment for use at the rates then applicable to Authorized Users.
You may not sublicense, assign, share, sell, rent, lease, or otherwise transfer your right to use the Licensed Materials or share your Astute ID or permit it to be used by any other person, including other Authorized Users.
1.2. Except as specifically provided in Section 1, you may not download, email, fax, store, reproduce, transmit, display, copy, distribute, or use Materials retrieved from the Online Services. You may not exploit the goodwill of Astute, including its trademarks, service marks, or logos without the express written consent of Astute or offer any part of the Online Services or Materials for commercial resale or redistribution in any medium or use the Online Services or the Materials to compete with the business of Astute.
1.3. All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Online Services and Materials in any medium belongs to Astute or its third party suppliers. By using the Online Services, you do not acquire any proprietary interest in them or in the Materials, or copies thereof, except the limited rights granted herein.
1.4. You may not remove or obscure the copyright notice or other notices contained in Materials.
1.5. Use of the Online Services via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by Astute in writing, use of the Online Services is permitted only via manually conducted, discrete, individual activities.
1.6. The Online Services, Materials, and feature functionality within the Online Services may be enhanced, added to, withdrawn, or otherwise changed by Astute without notice.
2. SATISFACTION GUARANTEE; LIMITED WARRANTY
2.1. Astute offers a no-questions-asked refund to Authorized Users who ask for a refund within thirty (30) days of paying for the use of Online Services. Simply send us an e-mail within that period for a full refund. Once the 30 days have elapsed, so does this refund offer.
2.2. Astute represents and warrants that it has the right and authority to make the Online Services and Materials available to Authorized Users pursuant to these terms and conditions.
2.3. Astute warrants that it will maintain the website from which the Online Services are provided (the “Astute Website”) and to make the Online Services available with no more than 2% downtime in any month in which the Online Services are being used by Authorized Users.
2.4. EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.1, 2.2 and 2.3, THE ONLINE SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND ASTUTE MATERIALS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
2.5. This information is provided for general medical education purposes only and is not meant to substitute for the independent medical judgment of a physician relative to diagnostic and treatment options of a specific patient’s medical condition. In no event will Astute or its affiliates be liable for any decision made or action taken in reliance upon the information provided through this website.
2.6. As you work your way through the Materials, please keep in mind that within your practice you will sometimes encounter a patient whose behavior demands expertise far beyond your training and experience. In such instances, you have the option—even the obligation—to refer that patient for psychiatric or psychological counseling. Such a referral does not reflect weakness or represent a failure of will on your part. Rather, it constitutes a sound decision that ultimately serves your patient’s best interests—as well as your own.
3. LIMITATION OF LIABILITY
3.1. A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Online Services or any Materials available or not included therein, (b) the unavailability or interruption of the Online Service or any features thereof or any Materials, (c) your or an Authorized User’s use of the Online Services or Materials, (d) the content, accuracy, or completeness of Materials, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Online Services.
3.2. “Covered Party” means (a) Astute and any officer, director, employee, subcontractor, agent, successor, or assign of Astute; and (b) each affiliate of Astute and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or third party alliance entity or any of their affiliates.
3.3. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR MATERIALS EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.
3.4. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY’S INDEMNITY OBLIGATIONS OR YOUR INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO ASTUTE OR ITS THIRD PARTY SUPPLIERS.
3.5. If the Online Services or the operation thereof become, or in the opinion of Astute are likely to become, the subject of a claim of infringement, Astute may, at its option and expense, either: (i) procure for you the right to continue using the Online Services, (ii) replace or modify the Online Services so that they become non-infringing, or (iii) terminate the license granted hereunder and terminated the Online Services on notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any pre-paid fees or fixed charges. This section 3.5 shall constitute your sole and exclusive remedy for the respective matters specified herein.
4.1 Astute may prospectively change these Terms and Conditions upon notice to you provided by e-mail or by a notice placed prominently on the sign-in screen of the Astute Website . Any such changes will: (a) only be applied prospectively; and (b) not be specifically directed to you but will apply to all similarly situated Astute customers using the Online Services.. Continued use of the Online Services following the effective date of any change constitutes acceptance of the change.
4.2 Astute may temporarily suspend or discontinue providing access to the Online Services to any or all Authorized Users in breach of the Terms and Conditions without notice and Astute may pursue any other legal remedies available to it.
4.3 All notices and other communications hereunder shall be in writing or sent by e-mail or displayed electronically in the Online Services by Astute. Notices shall be deemed to have been properly given on the date deposited in the mail or sent by e-mail; on the date first made available, if displayed in the Online Services; or on the date received, if delivered in any other manner. Legal notices to Astute should be sent to Astute Doctor Pty Ltd., PO Box 559, Frenchs Forest NSW 1640, Australia; or if by e-mail, to email@example.com. Notices sent by e-mail to you shall be sufficient if sent to the e-mail address that you have provided when registering as an Authorized User, or, if you have updated that address using the “Update Profile” feature of the Astute Website, the most recent e-mail address that you have so provided.
4.4 The failure of you, Astute, or any third party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
4.5 Neither you nor any Authorized User may assign your rights or delegate your duties hereunder without the prior written consent of Astute, which consent shall not be unreasonably withheld. These Terms and Conditions and any amendment hereto shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted assigns.
4.6 Your use of the Online Services and these Terms and Conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, U.S.A. regardless of the law that might otherwise apply under applicable principles of conflicts of law.
4.7 If any provision of these Terms and Conditions is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision hereof.
4.8 Where applicable, each affiliated company of Astute and each third party supplier of Materials has the right to assert and enforce these provisions directly on its own behalf as a third party beneficiary.
4.9 These Terms and Conditions constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations on that subject matter.