FOR USERS WHO ARE NOT CLINICIANS OR PROVIDERS OF HEALTHCARE SERVICES, THE FOLLOWING TERMS OF USE APPLY:
PLEASE READ THE FOLLOWING TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE ACCEPTING. THIS IS A LEGAL CONTRACT BETWEEN UPTODATE, INC. (“UPTODATE”) AND THE ENTITY OR INDIVIDUAL USING ANY DATABASE, SOFTWARE, MOBILE APPLICATIONS, CONTENT, DATA, MATERIALS, DOCUMENTATION, INFORMATION, SERVICES OR WEBSITES CREATED, PUBLISHED OR OWNED BY UPTODATE, ITS AFFILIATES, OR ITS LICENSORS (“LICENSED CONTENT”). BY ACCESSING OR USING THE LICENSED CONTENT, YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE LICENSED CONTENT.
LICENSE: Subject to, and in consideration of, your full compliance with this Agreement, UpToDate grants you a non-exclusive, non-transferable, non-sublicensable, revocable license and right to use and access the Licensed Content for your personal, non-commercial use solely as prescribed by, and in accordance with, the instructions of the health care provider who prescribed or otherwise gave you access to the Licensed Content (your “Heath Care Provider”), the terms set forth herein and any terms and conditions set forth in any applicable agreement by and between UpToDate and your Health Care Provider. You may only access the Licensed Content while located within the United States.
OWNERSHIP: The Licensed Content, including without limitation all copyrights and other intellectual property rights therein, are the sole and exclusive property of UpToDate (or its parents, subsidiaries, affiliates, or designees) or its licensors. By agreeing to this Agreement, you do not become the owner of the Licensed Content but are entitled to use the Licensed Content only in accordance with this Agreement.
PERMITTED AND PROHIBITED USES: Except as expressly permitted in this Agreement, any copying, distributing, or modifying of the Licensed Content is strictly prohibited. No part of the Licensed Content may be copied for resale or other commercial use, or posted on public bulletin boards, web sites, internet domains, online chatrooms or hyperlinked, indexed, or otherwise utilized by automated software means, including search engines, robots, spiders, crawlers, data mining tools, or any other software that aggregates access to, or the content of, the Licensed Content. No part of the Licensed Content may be reverse engineered or included in other software. You may not upload or transmit to or through the Licensed Content (i) any material that is unlawful, threatening, libelous, defamatory, obscene, pornographic, profane, or might in any other way violate any law, regulation, or rule, or (ii) any material that you do not have the right to transmit or that infringes the rights of any party. You may not upload or transmit to or through the Licensed Content any material which disrupts the normal operation of the Licensed Content. You agree that you will provide only accurate and current information through the Licensed Content and will not impersonate anyone else in your use of the Licensed Content. UpToDate may electronically monitor compliance with this Agreement or otherwise audit your use of the Licensed Content for compliance with this Agreement and reserves the right in its sole discretion to disable or suspend your access of the Licensed Content without notice in the event of suspicious or potentially threatening behavior. You agree to comply with all applicable laws, including all US export laws and regulations, in connection with your access to, and use of, the Licensed Content.
NO MEDICAL ADVICE: UpToDate is not a health care provider, and the Licensed Content is not intended to provide medical advice, diagnosis or treatment or substitute for an individual patient assessment based on a qualified health care provider’s evaluation of each patient, including factors unique to such patient. The Licensed Content (i) is intended and presented only for general educational purposes and should not be relied upon or construed to indicate that use of a pharmaceutical or treatment is safe, appropriate, or effective for a specific individual; (ii) is not comprehensive and does not cover all uses, precautions, side effects, warnings, and interactions related to pharmaceuticals or treatments; (iii) may not apply to any specific medical condition; (iv) is only applicable to use in the United States and pharmaceuticals legally available in the United States; (v) has not been reviewed for compliance with federal or state pharmaceutical marketing, advertising, and disclosure statutes or regulations; and (vi) is subject to change without notice. You may only use the Licensed Content as prescribed to you by your Health Care Provider and in accordance with your Health Care Provider’s instructions. UpToDate is not responsible or liable for any advice, course of treatment, diagnosis, or any other information or services, including health care services, that you may obtain through your Health Care Provider. The Licensed Content should not be used if you are in a life-threatening or emergency medical situation. IF YOU HAVE ANY QUESTIONS ABOUT YOUR HEALTH, INCLUDING ANY MEDICAL CONDITION OR TREATMENT, PLEASE CONTACT YOUR HEALTH CARE PROVIDER OR, IF YOU HAVE A MEDICAL EMERGENCY, CALL 911.
TERM: You have obtained the right to use and access the Licensed Content for the period during which your Health Care Provider has a valid subscription to the Licensed Content. At the end of this period, your license and your associated rights will automatically expire. UpToDate may embed technology in the Licensed Content causing it to become inaccessible after the applicable subscription period. This Agreement and your license to use the Licensed Content will also terminate if you fail to comply with any term or condition in this Agreement.
RESTRICTION AGAINST TRANSFER: You may not sublicense, assign, share, sell, rent, lease, or otherwise transfer your right to use the Licensed Content whether by merger, operation of law, or otherwise.
LIMITED RIGHTS NOTICE: Any access to the Licensed Content provided under contract to the U.S. Government is provided with limited rights. The Licensed Content consists of data, as defined in 48 CFR 27.401 or 48 CFR 27.404-2(a), as applicable, and restricted computer software as defined in 48 CFR 27.401. The Licensed Content may be reproduced and used by the U.S. Government, provided that they will not be used for or in connection with manufacturing and will not be disclosed outside of the U.S. Government or to any U.S. Government contractor, without the prior express written permission of UpToDate.
DISCLAIMER: UPTODATE PROVIDES THE LICENSED CONTENT TO YOU ON AN “AS-IS” BASIS. NEITHER UPTODATE NOR ANY OF ITS LICENSORS OR SUPPLIERS, MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND EACH SPECIFICALLY DISCLAIMS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, SUITABILITY, SYSTEM AVAILABILITY, AND COMPATIBILITY, SUBJECT TO THE LAWS OF ANY STATES THAT DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES. YOU ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE RESPECTING THE LICENSED CONTENT. YOU ACKNOWLEDGE THAT THE LICENSED CONTENT AND ANY INFORMATION CONTAINED IN THE LICENSED CONTENT OR ANY COMMUNICATIONS PROVIDED TO UPTODATE DURING USE OF THE LICENSED CONTENT WILL BE TRANSMITTED OVER A MEDIUM THAT IS BEYOND THE CONTROL AND JURISDICTION OF UPTODATE AND ITS SUPPLIERS AND MAY BE SUBJECT TO LIMITATIONS, DELAYS, LATENCY ISSUES, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND UPTODATE IS NOT RESPONSIBLE FOR AND ASSUMES NO LIABILITY FOR ANY DELAYS, DELIVERY FAILURES, CORRUPTION OF ANY DATA OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. UPTODATE IS NOT RESPONSIBLE FOR AND ASSUMES NO LIABILITY FOR ANY TECHNICAL MALFUNCTION, INABILITY TO ACCESS THE LICENSED CONTENT OR OTHER PROBLEMS RELATED TO OR ARISING FROM ANY THIRD-PARTY HARDWARE OR SOFTWARE, INCLUDING ANY THIRD-PARTY WEBSITE, APPLICATION OR OTHER PLATFORM.
LIMITATION OF LIABILITY: NEITHER UPTODATE NOR ANY OF ITS AFFILIATES, DISTRIBUTORS, AGENTS, SUBCONTRACTORS, LICENSORS OR SUPPLIERS WILL HAVE ANY LIABILITY WHATSOEVER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION DAMAGES FOR ANY BUSINESS INTERRUPTION, LOSS OF SALES, PROFITS, BUSINESS, GOODWILL, OR DATA, OR FOR THE INABILITY TO USE THE LICENSED CONTENT, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FINES, COSTS, EXPENSES AND OTHER LIABILITIES, AND/OR THE SAME ARE REASONABLY FORESEEABLE. THE TOTAL LIABILITY OF UPTODATE AND ITS AFFILIATES, DISTRIBUTORS, AGENTS, SUBCONTRACTORS, LICENSORS AND SUPPLIERS, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, THE LICENSED CONTENT, AND ANY OTHER CAUSE WHATSOEVER, SHALL NOT EXCEED, IN THE AGGREGATE FOR ANY AND ALL CLAIMS UNDER OR IN RELATION TO THIS AGREEMENT, $100.
THE LIMITATIONS OF LIABILITY AND TYPES OF CLAIMS HEREBY LIMITED AND DISCLAIMED SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ARE INTENDED BY THE PARTIES TO APPLY REGARDLESS OF THE FORM OF THE CLAIM OR ACTION (WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, STATUTE OR OTHERWISE), AND REGARDLESS OF WHETHER ANY LIMITED REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY IS A MATERIAL PART OF THE CONSIDERATION PROVIDED BY THE OTHER PARTY IN EXCHANGE FOR THE RIGHTS GRANTED UNDER THIS AGREEMENT.
PRIVACY: You acknowledge and agree that the Clinical Effectiveness Privacy & Cookie Notice, available at https://www.wolterskluwer.com/en/solutions/uptodate/policies-legal/privacy-policy, and the Emmi Solutions, LLC My-Emmi Privacy Statement, available at https://www.my-emmi.com/emmicommon/PrivacyPage.jsp?appLocale=en_US, apply to your use of the Licensed Content. The Clinical Effectiveness Privacy & Cookie Notice is designed to inform you about the types of information that UpToDate may collect from and/or about you when you use the Licensed Content, including such tools that may record interactions with UpToDate and/or the Licensed Content, including, but not limited to, clicks, mouse movements, hovers and scrolling, keystrokes in non-excluded fields, IP address, location and similar meta data.
FEEDBACK: You agree and acknowledge that (a) UpToDate shall be entitled to use any Feedback provided by You without restriction and for any purpose whatsoever, including, but not limited to, creating derivative works thereof or sharing and commercializing such Feedback, and (b) You have the valid right to provide such Feedback, without restriction. “Feedback” means your suggestions, comments, corrections, discoveries, ideas, improvements, insights, opinions, preferences, suggestions or any other feedback provided by you to UpToDate in connection with your use and access of the Licensed Content, including, without limitation, with respect to existing, new and potential products, services, technology, features and/or functions.
GENERAL: If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, it shall be deemed omitted and the remaining provisions shall continue in full force and effect. This Agreement may be modified only in writing authorized by UpToDate. UpToDate may, in its sole and absolute discretion, modify this Agreement from time to time by posting such modified Terms at Terms of Use. UpToDate’s waiver of any right shall not constitute a waiver of that or any other right in the future. This Agreement, and any disputes arising out of or related hereto, is governed by and shall be governed by and enforced in accordance with the laws of the State of New York, including its statutes of limitations, without regard to any law or statutory provision which would require or permit the application of another jurisdiction’s substantive law. Each party agrees that it will bring any action or proceeding in connection with this Agreement exclusively in the state or federal courts located in New York, New York, and that it irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding and waives all objections to jurisdiction and venue of such courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Each party knowingly, voluntarily, and unconditionally waives its right to jury trial for any dispute in connection with this Agreement.This Agreement constitute the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements, representations, statements, and undertakings, oral or written, are hereby expressly superseded and canceled. In addition to any other provision of this Agreement that by its terms survives expiration or termination of this Agreement, Sections 2-4 and 6-12 will survive in full force and effect following expiration or termination of this Agreement. Any translation of this Agreement is provided for your convenience only. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. In the event of a conflict or inconsistency between the English version and any translated version, the English version shall control.
Should you have any questions regarding this Agreement, you may contact UpToDate at the email address or telephone numbers set forth below.
UpToDate, Inc.
info@uptodate.com
Telephone: 1-800-998-6374 or +1-781-392-2000
ISSN: 1090-3496
FOR USERS WHO ARE CLINICIANS OR PROVIDERS OF HEALTHCARE SERVICES, THE FOLLOWING TERMS OF USE APPLY:
PLEASE READ THE FOLLOWING TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE ACCEPTING. THIS IS A LEGAL CONTRACT BETWEEN UPTODATE, INC. (“UPTODATE”) AND THE ENTITY OR INDIVIDUAL USING ANY DATABASE, SOFTWARE, MOBILE APPLICATIONS, CONTENT, DATA, MATERIALS, DOCUMENTATION, INFORMATION, SERVICES OR WEBSITES CREATED, PUBLISHED OR OWNED BY UPTODATE, ITS AFFILIATES, OR ITS LICENSORS (“LICENSED CONTENT”). BY ACCESSING OR USING THE LICENSED CONTENT, YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE LICENSED CONTENT.
In this Agreement, the term "you" refers to: (i) an entity entering into this Agreement for use of its employees, (ii) an individual purchasing a subscription to the Licensed Content under this Agreement, either on his or her own behalf (or as agent for a corporation or other entity or organization); or (iii) an individual entering into this Agreement as a condition of using the Licensed Content through a subscription purchased by a hospital, medical school, or other institution ("Institution"), where the individual is employed by or affiliated with the Institution. If you are granted access to Licensed Content pursuant to a separate subscription and license agreement between an Institution and UpToDate (the “Master Agreement”), your subscription term is as set forth in the Master Agreement and is subject to all the terms and conditions in the Master Agreement.
LICENSE: Subject to, and in consideration of, your full compliance with this Agreement, UpToDate grants you a non-exclusive, non-transferable, non-sublicensable, revocable license and right to use and access the Licensed Content for your personal, non-commercial use solely as prescribed by, and in accordance with, the instructions of the health care provider who prescribed or otherwise gave you access to the Licensed Content (your “Heath Care Provider”), the terms set forth herein and any terms and conditions set forth in any applicable agreement by and between UpToDate and your Health Care Provider. You may only access the Licensed Content while located within the United States.
INDIVIDUAL: An individual subscription permits one individual to access and use the Licensed Content for his or her own use only by loading the software on a single computer (i.e., within a single CPU) at a fixed location, by loading the PDA software on a single Personal Digital Assistant (“PDA”), by loading or accessing the Licensed Content on or from a mobile device (e.g., a tablet or smartphone) (a “Mobile Device”), or by using his or her unique user name and password to access the Licensed Content from any location via the Internet.
STANDALONE WORKSTATION: A standalone subscription permits multiple users employed by or affiliated with you to access and use the Licensed Content only for a purpose related to your business by loading the software on a single computer (i.e., within a single CPU) owned or controlled by you, with a hard drive owned or controlled by you connected directly to such computer. You may not install the software on more than one computer. A standalone workstation license does not include Internet access to the Licensed Content.
INSTITUTIONAL SUBSCRIPTION: An institutional subscription permits only certain individuals who are employed by or affiliated with the relevant Institution to access and use the Licensed Content at any Internet-connected computer or on any Mobile Device validated for such use by UpToDate, but only for the clinical, educational or research purposes of the Institution. Further, access may be restricted to particular websites per the applicable invoice or additional subscription and license terms.
OWNERSHIP: The Licensed Content, including without limitation all copyrights and other intellectual property rights therein, are the sole and exclusive property of UpToDate (or its parents, subsidiaries, affiliates, or designees) or its suppliers. By indicating that you accept these terms, you do not become the owner of the Licensed Content but are entitled to use it only according to the terms of this Agreement.
PERMITTED USES: You may occasionally print out individual articles for personal clinical, educational or research use and/or email individual articles to a colleague, provided that the articles printed and emailed by an individual Authorized User contain in aggregate only insubstantial portions of the Licensed Content and include a source reference to UpToDate and its copyright notice. Under no circumstances may Authorized Users print or email large numbers of articles from the Licensed Content.
PROHIBITED USES: Except as expressly permitted in this Agreement, any copying, printing, distributing or modifying of the Licensed Content is strictly prohibited. No part of the Licensed Content may be copied for resale or other commercial use, or posted on public bulletin boards, web sites, Internet domains, or online chatrooms, or hyperlinked, indexed, or otherwise utilized by automated software means, including: search engines, robots, spiders, crawlers, data mining tools, or any other software that aggregates access to, or the content of, the Licensed Content. The Licensed Content may not be combined with other content in knowledge banks or through similar technologies. No part of the Licensed Content may be reverse engineered or included in other software. UpToDate electronically monitors compliance with this Agreement (or may otherwise audit your use of the Licensed Content for compliance with these terms), and reserves the right in its sole discretion to change and or cancel an individual's user name and password or to disable an IP address without notice in the event of multiple concurrent logins, excessive search quantities or excessive download traffic volumes. You agree to comply with all applicable laws, including all US export laws and regulations, in connection with Your access and use of the Licensed Content.
SUBSCRIPTION TERM: You have obtained the right to use and access the Licensed Content for the subscription period for which you or your Institution have agreed to pay subscription fees. At the end of this period, your license and your associated rights, such as technical support, will expire automatically, unless you or your Institution have renewed your subscription on UpToDate's then-current terms. UpToDate may embed technology in the Licensed Content causing it to become inaccessible after your subscription period. The Agreement and your license to use the Licensed Content will also terminate if you fail to comply with any term or condition in this Agreement.
RESTRICTION AGAINST TRANSFER: You may not sublicense, assign, share, sell, rent, lease, or otherwise transfer your right to use the Licensed Content (including your username and password) whether by merger, operation of law, or otherwise.
USE OF PROFESSIONAL JUDGMENT: The editors and authors of the Licensed Content have conscientiously and carefully tried to create the identified diagnosis measures, treatment alternatives and drug dosages in the Licensed Content that conform to the standards of professional practice that prevailed at the time of publication. However, standards and practices in medicine change as new data become available and the individual medical professional should consult a variety of sources. For this reason, only the most current release of the Licensed Content should be consulted when information is sought. New updates of the Licensed Content are issued periodically; do not rely on older versions. In addition, when prescribing medications, the user is advised to check the product information sheet accompanying each drug to verify conditions of use and identify any changes in dosage schedule or contraindications, particularly if the agent to be administered is new, infrequently used or has a narrow therapeutic range.
The Licensed Content describe basic principles of diagnosis and therapy. The information provided in the Licensed Content is no substitute for individual patient assessment based upon the healthcare provider's examination of each patient and consideration of laboratory data and other factors unique to the patient. The Licensed Content should be used as a tool to help the user reach diagnostic and treatment decisions, bearing in mind that individual and unique circumstances may lead the user to reach decisions not presented in the Licensed Content. The opinions expressed in the Licensed Content are those of its authors and editors and may or may not represent the official position of any medical societies cooperating with, endorsing or recommending the Licensed Content.
LIMITED RIGHTS NOTICE. Any access to the Licensed Content provided under contract to the U.S. Government is provided with limited rights. The Licensed Content consist of data, as defined in 48 CFR 27.401 or 48 CFR 27.404-2(a), as applicable, and restricted computer software as defined in 48 CFR 27.401. The Licensed Content may be reproduced and used by the U.S. Government, provided that they will not be used for or in connection with manufacturing and will not be disclosed outside of the U.S. Government or to any U.S. Government contractor, without the prior express written permission of UpToDate.
DATA PROTECTION. To the extent that UpToDate Processes Personal Data of Data (as such terms are defined in the Data Protection Annex) located in the European Economic Area and/or United Kingdom in performing its obligations under this Agreement, the terms displayed at [https://www.wolterskluwer.com/en/solutions/uptodate/data-protection-annex-eula] or such other website address as may be notified to you from time to time (the "Data Protection Annex") applies to such Processing and is incorporated into, and made part of, this Agreement. UpToDate may, in its sole discretion, amend or replace the Data Protection Annex at any time without notice to you and you should review the terms of the latest Data Protection Annex that applies to this Agreement at regular intervals.
LIMITED WARRANTY: IF UPTODATE HAS SUPPLIED PHYSICAL MEDIA TO YOU CONTAINING THE LICENSED CONTENT AND THEY ARE DEFECTIVE, SUCH MEDIA WILL BE REPLACED WITHOUT CHARGE IF RETURNED TO THE PLACE OF PURCHASE. EXCEPT AS SET FORTH IN THE FOREGOING SENTENCE, THE LICENSED CONTENT PROVIDED UNDER THIS AGREEMENT ARE FURNISHED BY UPTODATE “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION WHATSOEVER. UPTODATE DISLAIMS ANY WARRANTY THAT THE LICENSED CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. UPTODATE, ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS WITH RESPECT TO THE LICENSED CONTENT HEREENDER, AND UPTODATE, ITS AFFILIATES AND LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESSED OR IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEEMENT, THE LICENSED CONTENT OR RESULTS DERIVED THEREFROM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, SUITABILITY, SYSTEM AVAILABILITY, COMPATIBILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INFRINGEMENT OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF PERFORMANCE, OR USE OF TRADE). ANY STATEMENTS OR REPRESENTATIONS MADE BY ANY OTHER PERSON OR ENTITY ARE VOID. YOU ASSUME ALL RISK AS TO THE QUALITY, FUNCTION, PERFORMANCE, AND ACCURACY OF THE LICENSED CONTENT.
LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL UPTODATE, ITS AFFILIATES, ITS LICENSORS, ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, OR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION, PROMOTION, OR MARKETING OF THE LICENSED CONTENT BE LIABLE TO YOU OR ANY OTHER PARTY WHOSE CLAIM IS RELATED TO THIS AGREEEMENT, UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEREOY: FOR (I) LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES OR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, EXEMPLARY, CONSEQUENTIAL, OR SIMILAR DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER THE APPLICABLE ENTITY HAS BEEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, OR (II) FOR ANY CLAIMS, DAMAGES OR COSTS OF ANY NATURE IN EXCESS OF THE LICENSE FEES PAID BY YOU TO UPTODATE DURING THE TWELVE (12) MONTHS PRECEDING THE EARLIEST EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY AND THE DISCLAIMERS SET FORTH IN SECTION 10 ARE INDEPENDENT OF ANY REMEDIES SET FORTH HEREIN AND WILL SURVIVE AND APPLY EVEN IF SUCH REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY IS A MATERIAL PART OF THE CONSIDERATION PROVIDED BY THE OTHER PARTY IN EXCHANGE FOR THE RIGHTS GRANTED UNDER THIS AGREEMENT.
Some jurisdictions do not allow limitations on how long an implied warranty lasts and some jurisdictions do not allow the exclusion or limitation of certain types of loss, fines, costs, expenses or special, indirect, incidental, exemplary, or consequential damages, so the above limitation and exclusion may not apply to you.
PRIVACY: You acknowledge and agree that the Clinical Effectiveness Privacy & Cookie Notice, available at https://www.wolterskluwer.com/en/solutions/uptodate/policies-legal/privacy-policy, applies to your use of the Licensed Content. This Clinical Effectiveness Privacy & Cookie Notice is designed to inform you about the types of information that UpToDate may collect from and/or about you when you use the Licensed Content, including such tools that may record interactions with UpToDate and/or the Licensed Content, including, but not limited to, clicks, mouse movements, hovers and scrolling, keystrokes in non-excluded fields, IP address, location and similar meta data.
GENERAL: If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, it shall be deemed omitted and the remaining provisions shall continue in full force and effect. This Agreement may be modified only in writing authorized by UpToDate. UpToDate's waiver of any right shall not constitute a waiver of that or any other right in the future. This Agreement, and any disputes arising out of or related hereto, shall be governed by and enforced in accordance with the laws of the state of New York, including its statutes of limitations, without regard to any law or statutory provision which would require or permit the application of another jurisdiction’s substantive law. Each party agrees that it will bring any action or proceeding in connection with this Agreement exclusively in the state or federal courts located in New York, New York, and that it irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding and waives all objections to jurisdiction and venue of such courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Each party knowingly, voluntarily, and unconditionally waives its right to jury trial for any dispute in connection with this Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements, representations, statements, and undertakings, oral or written, are hereby expressly superseded and canceled. In addition to any other provision of this Agreement that by its terms survives expiration or termination of this Agreement, Sections 2, 4, and 7-13 survive in full force and effect following expiration or termination of this Agreement.
Should you have any questions regarding this Agreement, you may contact UpToDate at the email address or telephone numbers set forth below.
UpToDate, Inc.
info@uptodate.com
Telephone: 1-800-998-6374 or +1-781-392-2000
ISSN: 1090-3496