This End User License Agreement ("Agreement") constitutes a valid and binding agreement between the Illinois Chiropractic Society and you for the use of any and all materials, whether electronic or otherwise, related to ICS sponsored continuing medical education.
BY PARTICIPATING IN ICS EDUCATION OR ANY PORTION THEREOF, INCLUDING THE USE OF NOTES OR QUIZZES, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS:
The ICS is an Illinois approved sponsor and presenter of continuing medical education (CME) programs. In conjunction with its CME programs, the ICS provides participants with proprietary, copyrighted materials, including notes, quizzes and other information (collectively referred to as “the ICS materials”). You agree that these materials are the exclusive property of the ICS and/or its presenters.
1. License Grant. Subject to your acceptance, agreement to and compliance with the terms of this Agreement, and any other conditions required by the ICS, such as payment of a fee where applicable, the ICS hereby grants you a limited, non-exclusive, personal, non-sub-licensable, non-assignable or transferable license to download and use the ICS materials, including but not limited to any online or hard copy notes and quizzes.
2. License Restrictions.
You agree not to:
i. Remove any proprietary notices, logos or other ICS or presenter identification from the ICS materials;
ii. Cause, permit or authorize, either electronically or by hard copy, the modification, creation of derivative works, translation, reverse engineering, decompiling or disassembling, hacking, distorting or destruction of the ICS materials;
iii. Sell, assign, rent, lease, act as agent, or grant rights in the ICS materials, including, without limitation, through sublicense, to any other entity without the prior written consent of the ICS;
iv. Use for any purpose other than self-education, forward or export electronically, publish or distribute hard copies, or share in any format whatsoever, the ICS materials, without prior written consent of the ICS;
v. Use the ICS materials in any way that would violate any applicable law, regulation or ordinance;
vi. Engage in unauthorized access to the ICS materials; or
vii. Use the ICS materials in any way that infringes the ICS’ or any third party's intellectual property or other proprietary right.
3. ICS Confidential Information. To the extent the ICS materials contain confidential and trade secret information owned or licensed by ICS, you agree to take all reasonable steps at all times to protect and maintain any confidential information regarding the ICS strictly confidential.
4. All modifications, revisions or updates to the ICS materials remain the sole property of the ICS. All terms and conditions of this Agreement apply to any modification, revision or update of the ICS materials.
5. Proprietary Rights.
The ICS materials contain proprietary and confidential information of the ICS and/or its presenters, including copyrights, trade secrets and trademarks, which are protected by national and international copyright laws. Title to and ownership of the ICS materials, including without limitation all intellectual property rights, are and shall remain the exclusive property of ICS and/or its presenters and speakers, and except for the limited license granted to you herein, the ICS reserves all of its right, title and interest in and to the ICS materials. You shall not take any action to jeopardize, limit or interfere with ICS ownership of and rights with respect to the ICS materials. You acknowledge that any unauthorized copying or unauthorized use of the ICS materials is a violation of this Agreement and copyright laws and is strictly prohibited. You also acknowledge that the ICS will take any and all legal action to prosecute such violations, and you agree to fully compensate the ICS for any losses you cause as a result of such violations.
6. Your Representations and Warranties.
You represent and warrant that:
i. You possess the legal right and ability to enter into this Agreement and to comply with its terms;
ii. You will use the ICS materials for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations and policies,
iii. You will not attempt to defeat or overcome any encryption and/or other technical protection methods implemented by the ICS with respect to the ICS materials;
iv. You will provide and maintain true, accurate, current and complete information as requested by the ICS;
7. Investigation of Violations.
The ICS reserves the right to investigate occurrences which may involve violations of this license Agreement and/or applicable law, and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. If the ICS has reasonable grounds to suspect that your representations, warranties or promises are inaccurate or breached, the ICS may terminate this license, deny any or all use of the ICS materials, and pursue any appropriate legal remedies.
You agree to indemnify, hold harmless and defend the ICS and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents and network service providers at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by the ICS relating to your violation or breach of any term of this Agreement, or your use or misuse of the ICS materials.
9. Disclaimer of Warranties.
The ICS makes every effort to provide accurate information to participants in its CME programs and users of the ICS materials. HOWEVER, THE ICS MATERIALS ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY THE ICS, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE ICS MATERIALS. The ICS holds itself without responsibility for the opinions, theories, or criticisms contained in the ICS materials, except when otherwise decided by special resolution. The publication of the ICS materials does not constitute an endorsement by the ICS, nor does it operate as a legal opinion.
10. Limitation of Liability.
IN NO EVENT SHALL THE ICS, ITS AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE ICS MATERIALS. YOU EXPRESSLY AGREE TO RELEASE AND FOREVER DISCHARGE THE ICS, ITS AFFILIATES PARENT COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM SUCH LIABILITY FOR DAMAGES.
11. Electronic Agreement
You acknowledge and agree that by using the ICS materials, you agree to accept the terms and conditions of this Agreement; you are submitting a legally binding electronic signature; and you are entering into this Agreement as a legally binding contract. Further, you hereby waive any rights or requirements under any laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY USING THE ICS MATERIALS, YOU EXPRESSLY CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS AND GRANT TO THE ICS THE RIGHTS SET FORTH HEREIN.
The Illinois Chiropractic Society