PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE SUBSCRIBING OR USING THE DERMWISE TRAINING RESOURCES (AS DEFINED BELOW).
DERMWISE, INC. (“DERMWISE”) IS THE PROVIDER OF THE TRAINING RESOURCES ON THE WEBSITE LOCATED AT DERMWISE.COM (THE “DERMWISE TRAINING RESOURCES). BY CLICKING ON THE “ACCEPT” BUTTON OR BY ACCESSING OR USING THE DERMWISE TRAINING RESOURCES , YOU AGREE TO BE BOUND BY AND COMPLY WITH THE DERMWISE TRAINING RESOURCES LICENSE AGREEMENT, INCLUDING ANY POLICIES REFERRED THEREIN (COLLECTIVELY, THE “AGREEMENT”). IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENT SET FORTH, DO NOT SUBSCRIBE, ACCESS OR USE THE DERMWISE TRAINING RESOURCES.
The Dermwise Training Resources licensed by this Agreement consist of materials in computer form, object code form, presentations, tutorials, multimedia, examinations, images, and documentation provided by Dermwise, including, but not limited to, additional content and future updates that may be added or made available as separate products, trainings, presentations, tutorials, examinations and other multimedia. The Dermwise Training Resources shall also include any related and accompanying information and reference materials contained in the Dermwise Training Resources, including, but not limited to, the multimedia, tutorials, presentations, trainings, text, images, graphics, audio, video, flow charts, logic diagrams, downloadable files, or test materials.
Subject to all the terms and conditions of this Agreement, Dermwise hereby grants to you a personal, non-exclusive, non-transferable right and license to access and use the Dermwise Training Resources during the term (the “License”). Neither this Agreement nor the License granted herein may be assigned by you, and the Dermwise Training Resources may not be disclosed, sublicensed, published, released or otherwise transferred to another party by you without the prior written consent of Dermwise. You may only place the Dermwise Training Resources within your License on one (1) computer and one (1) mobile device and may not give access to any other person through your license. If Dermwise determines that the Dermwise Training Resources are being used on any computer, mobile device, or other medium which is not owned by you, Dermwise reserves the right to disable both the Dermwise Training Resources and your account even if you did not cause or authorize the other usage. No transfer of ownership is intended by this Agreement.
Except as expressly permitted under this Agreement, you shall not, nor permit any person to: (i) reverse engineer, reverse compile, decrypt, disassemble, or otherwise attempt to derive the source code of the Dermwise Training Resources (except to the extent that this restriction is expressly prohibited by law); (ii) alter, modify, translate, or create derivative works of the Dermwise Training Resources; (iii) sublicense, reproduce, duplicate, sell, resell, rent, lease, distribute, market, commercialize, exploit or otherwise transfer rights or usage to the Dermwise Training Resources; (iv) remove, modify, or obscure any copyright notices or other proprietary notices or legends appearing on or in the Dermwise Training Resources, in whole or in part; (v) transfer, use, or export the Dermwise Training Resources in violation of any applicable laws, rules, or regulations of any government or governmental agency; (vi) use the Dermwise Training Resources or any system services accessed through the Dermwise Training Resources to disrupt, disable, or otherwise harm the operations, software, hardware, equipment, and/or systems of a business, institution, or other entity, including, without limitation, exposing the business, institution, or other entity to any computer virus, trojan horse, or other harmful, disruptive, or unauthorized component; or (vii) embed the Dermwise Training Resources in any third-party applications, unless otherwise authorized in writing in advance by Dermwise.
Unless terminated or cancelled pursuant to the terms of this Agreement, the term of the License shall commence upon the acceptance of this Agreement by you and shall terminate once the time period of usage has been completed, provided, however, that the time granted to use and access the Dermwise Training Resources shall automatically expire twelve (12) months from date of purchase.
You agree to pay Dermwise a License fee, as determined by Dermwise, plus any applicable taxes. Unless otherwise agreed in writing, the License fee shall be due and payable to Dermwise prior to Dermwise granting the License to you. At Dermwise's option, the Dermwise may terminate this License, without notice, for failure to pay the required License fee.
Dermwise agrees to make available to you all standard updates, enhancements, and/or improvements in the applicable portion of the Dermwise Training Resources you have purchased during the term of the License. Your refusal to accept such standard updates, enhancements and/or improvements shall, at Dermwise’s sole option, voids the License granted. Any unapproved change, modification or alteration in the source code or object code shall, at the sole option of Dermwise, (a) void the License, and (b) void this Agreement. You further agree that internet congestion and outages, as well as maintenance, downtime, and other interruptions, may interfere at times with your ability to access the Dermwise Training Resources. You agree to advise Dermwise in writing of the precise nature of any suspected error, malfunction or defect and provide Dermwise with all relevant information upon request in order that the Dermwise may work to correct any such errors, malfunctions or defects. Dermwise does not represent or warrant the service results or that all errors, malfunctions or defects will be corrected. Dermwise reserves the right, at any time, to modify or discontinue, temporarily or permanently, the Dermwise Training Resources (or any part thereof) for any reason, with or without notice. Dermwise shall not be liable to you or to any third party for any modification, price changes, suspension or discontinuance of the Dermwise Training Resources.
THE CONTENT CONTAINED IN THE DERMWISE TRAINING RESOURCES IS INTENDED TO BE AN ADJUNCT TO TRADITIONAL MEDICAL INFORMATION AND IS FOR INFORMATIONAL PURPOSES ONLY. THE CONTENT CONTAINED IN THE DERMWISE TRAINING RESOURCES IS NOT INTENDED TO BE A SUBSTITUTE FOR MEDICAL OR PROFESSIONAL EDUCATION OR TRAINING OR PROFESSIONAL MEDICAL JUDGMENT AND YOU SHOULD PROMPTLY CONTACT YOUR OWN HEALTH CARE PROVIDER REGARDING ANY MEDICAL CONDITIONS OR MEDICAL QUESTIONS YOU MAY HAVE. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF THE CONTENT CONTAINED IN THE DERMWISE TRAINING RESOURCES. DERMWISE DOES NOT RECOMMEND, ENDORSE OR MAKE ANY REPRESENTATION ABOUT THE EFFICACY, APPROPRIATENESS OR SUITABILITY OF ANY SPECIFIC TESTS, PRODUCTS, PROCEDURES, TREATMENTS, SERVICES, OPINIONS, HEALTH CARE PROVIDERS OR OTHER CONTENT THAT MAY BE CONTAINED ON OR AVAILABLE THROUGH THE DERMWISE TRAINING RESOURCES. DERMWISE MAKES NO REPRESENTATION AND ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF CONTENT CONTAINED IN THE DERMWISE TRAINING RESOURCES. RELIANCE ON ANY OF THE CONTENT PROVIDED IN THE DERMWISE TRAINING RESOURCES IS SOLELY AT YOUR OWN RISK. DERMWISE ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF ANY DIAGNOSIS OR THERAPY BASED IN WHOLE OR IN PART UPON THE USE OF DERMWISE TRAINING RESOURCES. ALTHOUGH MUCH TIME AND CARE HAS BEEN INVESTED IN COMPILING AND CHECKING THE INFORMATION GIVEN TO ENSURE ACCURACY, DERMWISE, THE AUTHORS, THEIR EMPLOYERS, AND THEIR EMPLOYEES OR AGENTS WORKING WITH THEM SHALL NOT BE RESPONSIBLE OR IN ANY WAY HELD LIABLE FOR ANY ERRORS, OMISSIONS, OR INACCURACIES, WHETHER ARISING FROM NEGLIGENCE OR OTHERWISE, OR FOR ANY CONSEQUENCES ARISING THEREFROM.
THE DERMWISE TRAINING RESOURCES AND SUPPORT SERVICES (IF ANY) ARE PROVIDED TO YOU ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS AND WITHOUT WARRANTY OF ANY TYPE OR KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DERMWISE HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS, IMPLIED, OR OTHERWISE, WITH RESPECT TO THE DERMWISE TRAINING RESOURCES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. IN ADDITION, DERMWISE DOES NOT WARRANT THAT THE DERMWISE TRAINING RESOURCES: (i) WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (ii) RESULTS OBTAINED FROM THE USE OF THE DERMWISE TRAINING RESOURCES WILL BE ACCURATE OR RELIABLE.
The Dermwise Training Resources contains copyrighted material, trade-secrets, valuable assets and other proprietary material and confidential information of the Dermwise and potentially third-party licensors. Dermwise shall retain all right, title, and interest, including all intellectual property rights, in and to the Dermwise Training Resources. You agree to use the Dermwise Training Resources only as provided in this Agreement and only during the term of the License granted by this Agreement. You further agree not to provide or otherwise make available the Dermwise Training Resources in any form, without prior written consent from Dermwise. You further agree to protect all content contained in the Dermwise Training Resources, in any form, from unauthorized disclosure by you or any person on your behalf to any third party without prior written consent from Dermwise.
In the event that any portion of the Dermwise Training Resources are or, in Dermwise’s sole opinion, likely to or do become the subject of a claim of infringement of a copyright or patent, Dermwise may, at its option and expense, procure for you the right to continue using the Dermwise Training Resources or modify the Dermwise Training Resources to make them non-infringing. If in Dermwise’s opinion, neither of the foregoing alternatives is reasonably available to Dermwise, then Dermwise may terminate this Agreement immediately.
Our Privacy Policy, as it may change from time to time, is part of this Agreement.
IN NO EVENT SHALL DERMWISE BE LIABLE TO YOU FOR LOSS OF PROFIT OR OTHER ECONOMIC LOSS, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES, ARISING OUT OF ANY BREACH OF THIS AGREEMENT OR ANY OBLIGATIONS UNDER THIS AGREEMENT OR THE LICENSE GRANTED OR FOR ANY CLAIM MADE AGAINST YOU BY ANY OTHER PARTY, EVEN IF DERMWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM. THE MAXIMUM LIABILITY OF DERMWISE AND ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS AND AGENTS, REGARDLESS OF THE NATURE OF THE CLAIM, SHALL BE IN THE AGGREGATE, THE AMOUNT OF SUBSCRIPTION FEES PAID BY YOU IN THE PRIOR TWELVE MONTHS. ANY CLAIMS OR DISPUTES ARISING IN CONNECTION WITH YOUR USE OF THE DERMWISE TRAINING RESOURCES MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.
You agree to indemnify, defend and hold harmless Dermwise and its directors, officers, shareholders, members, managers, employees, agents, parent, subsidiaries, successors, and assigns from and against any and all liabilities, claims, suits, actions, demands, settlements, losses, judgments, costs, damages and expenses (including reasonable attorney’s fees) arising out of or resulting from, in whole or in part, directly or indirectly, or in any way relating to: (i) your access or use of the Dermwise Training Resources; (ii) your failure to comply with the terms of this Agreement; or (iii) actual or alleged personal injuries, death, property damage, economic damage, or other injuries, losses, damages or claims resulting in whole or in part from, arising directly or indirectly out of, or in any way relating to any actual or alleged sale, distribution or use of the Dermwise Training Resources by you or any other person or entity.
Dermwise shall have the right to immediately terminate the License granted under this Agreement: (i) if you fail to make any payment to Dermwise as and when the same is due; or (ii) upon notice to you, provided that you will be entitled to receive a pro-rated refund of the applicable fees you paid that relate to the post-termination period. Either party may terminate this Agreement if the other party breaches any term or condition of this Agreement and fails to cure such default within thirty (30) days after receiving written notice of such default. You agree that Dermwise shall be entitled to recover interest at the maximum rate permitted under the law on all amounts that are due from you to Dermwise, together with Dermwise’s reasonable attorneys’ fees, costs, and expenses associated with collecting any amounts due under this Agreement or the enforcement of any of the terms of this Agreement. Notwithstanding the termination or expiration of this Agreement, your confidential obligations shall continue in full force and effect. The terms of this Agreement may be modified including, but not limited, to the price, content or nature of the Dermwise Training Resources upon notice to you. The notice may be in the form of e-mail or publishing the changes on Dermwise’s website.
You agree that the provisions of this Agreement are severable and should any of the provisions be deemed invalid, then only that provision should fail, and the remainder of this Agreement shall be in full force and effect. Dermwise’s failure to exercise or enforce any right or remedy provided to it in this Agreement shall not constitute a waiver of such rights or remedies. This Agreement and the performance thereunder shall be construed in accordance with the laws of the State of Indiana. This License constitutes the entire License between the parties with respect to the use and access of the Dermwise Training Resources. You agree that any legal action or proceeding between Dermwise and you for any purpose concerning these Terms of Use or the parties’ obligations hereunder shall be brought exclusively in a court competent jurisdiction sitting in Elkhart County , Indiana, or a federal court of competent jurisdiction in the Northern District of Indiana. United States, and by accessing or using the Dermwise Training Resources, you consent to the personal jurisdiction of such courts in any action arising under this Agreement.
