Washington University Physician Network (“WUPN,” “we,” “us”) provides this web site and all site-related services (collectively, the “Site”) subject to your compliance with the terms and conditions set forth in this agreement (the “Agreement”). This Agreement governs the relationship between WUPN and you, the Site visitor and/or member (including your employer and any affiliates and its or their employees, contractors and agents, “you”) with respect to your use of the Site. It is important that you read carefully and understand the terms and conditions of this Agreement. By using the Site, you agree to be bound by this Agreement. If you do not agree to these terms and conditions, please do not use the Site.
1. Materials. The information and materials provided through the Site, including any data, text, graphics, images, audio and video clips, logos, icons, software and links (collectively, the “Materials”), are intended to educate and inform you. Unless otherwise specified on the Site, you may download and print Materials displayed on the Site and execute a single copy of any software available for downloading on the Site (“Software”), and may use the downloaded Materials and Software solely for your internal business needs; provided, however, you must retain all copyright and other proprietary notices on downloaded and copied Materials, and any such downloads or copies are subject to the terms and conditions of this Agreement. Further, the Materials remain the property of WUPN or its licensors or suppliers. Use or downloading of the Software and other Materials is conditioned on acceptance of the terms and conditions of any license agreements relating to such Software or other Materials, including agreements of third parties. You may not download, copy or use any of the Materials except as expressly authorized by this Agreement and, in any event, you may not distribute, modify, transmit or publicly display the Materials without the written consent of WUPN or, if so indicated in writing by WUPN, its licensors or suppliers.
2. Code of Conduct. While using the Site, Materials and/or Software, you agree to comply with all applicable laws, rules and regulations, and to not use the Site, Materials or Software for any unlawful purpose; modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site or Software; remove any copyright, trademark or other proprietary rights notices contained in the Site, Materials or Software; or harvest or collect information about Site visitors or members without their express consent.
3. Submissions. Please note that, by sending or transmitting to us creative suggestions, ideas, notes, concepts, information or other materials (collectively, “Submissions”), you grant us and our designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions. None of the Submissions will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any Submissions.
4. Ownership and Restrictions on Use. The Site is owned and operated by WUPN in conjunction with others pursuant to contractual arrangements, and the Materials (and any intellectual property and other rights relating thereto) are and will remain the property of WUPN and its licensors and suppliers. You may not copy, reproduce, republish, upload, post, transmit or distribute Materials or other content or information available on or through the Site in any way without our prior written permission. The Materials may be used solely to the extent necessary for your authorized use of the Site, as provided in this Agreement or as expressly authorized in writing by WUPN. Modification of the Materials or use of the Materials for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Site or the Materials. The trademarks, logos, and service marks displayed on the Site (collectively the “Trademarks”) are the registered and unregistered trademarks of WUPN, WUPN’s licensors and suppliers, and others. The Trademarks owned by WUPN, whether registered or unregistered, may not be used in connection with any product or service that is not WUPN’s, in any manner that is likely to cause confusion with customers, or in any manner that disparages WUPN. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark.
5. Disclaimers. THE SITE, THE MATERIALS ON THE SITE, ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SITE AND THE SOFTWARE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WUPN AND ITS AFFILIATES, LICENSORS, SUPPLIERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you. WUPN and its affiliates, licensors, suppliers, sponsors and agents do not warrant that your use of the Site or the Software will be uninterrupted, error-free or secure, that defects will be corrected, or that the Site, the server(s) on which the Site is hosted or Software are free of viruses or other harmful components. YOUR USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK.
6. Limitation of Liability; Indemnification. Neither WUPN nor any of our affiliates, licensors, suppliers or sponsors, nor our or their directors, officers, employees, consultants, agents or other representatives, are responsible or liable for any indirect, incidental, consequential, special, exemplary, punitive or other damages (including, without limitation, damages for loss of business, loss of data or lost profits), under any contract, negligence, strict liability or other theory arising out of or relating in any way to the Site and/or Materials contained on the Site, the Software or any linked site. Your sole remedy for dissatisfaction with the Site, Materials, Software or any linked site is to stop using the Site, Materials, Software or linked site, as applicable. You agree to indemnify, defend and hold WUPN, our affiliates, licensors, suppliers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement and/or (b) your activities in connection with the Site.
7. Questions. The Site is provided by Washington University Physician Network. If you have any questions, comments or complaints regarding this Agreement or the Site, feel free to contact us at Campus Box 8221, 7425 Forsyth Boulevard, St. Louis, MO 63105, phone (314) 935-0770 or email@example.com.
8. Miscellaneous. This Agreement is governed by and construed in accordance with the laws of the State of Missouri, United States of America, without regard to its conflicts of law provisions. The Site is solely directed to individuals residing in the United States; those who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. We reserve the right to immediately terminate this Agreement, and/or your access to and use of the Site or any portion thereof, at any time and for any reason, with or without cause. Upon termination of this Agreement, your right to use the Site shall immediately cease, and you shall destroy all Materials obtained from the Site and all copies thereof. We reserve the right to limit the availability of the Site and/or the provision of any service, program or other product described thereon to any person, geographic area or jurisdiction, at any time and in our sole discretion. This is the entire Agreement between us relating to the subject matter herein and supersedes any other written or oral Agreements between us with respect to such subject matter. This Agreement is not assignable, transferable or sublicenseable by you except with WUPN’s prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.