Terms and Conditions
End-User License Agreement (EULA)
This EULA (“Agreement”), is made between the University of Washington, a public institution of higher education, having administrative offices at 4545 Roosevelt Way NE, Suite 400, Seattle, WA 98105-4608 (“UW”) and the individual or organization (“Organization”) using a training course (“Course”) provided via the learn.uwpsychiatry.org training platform.
Background
UW desires to disseminate the Course data for use in the public interest and Organization desires to license Course solely for its internal training and educational purposes (“Organization Purpose”) of its Authorized Users (“Users”).
License Grant
• Commencing on the Effective Date, and provided Organization complies with the terms of this Agreement, and subject to UW’s reservation of rights, UW hereby grants to Organization accepts, a limited, non-transferable, non-exclusive license for its Users to access the Course.
• UW reserves all rights not expressly granted to Organization under this Agreement
Conditions
• Organization acknowledges that Course is the intellectual property of UW and Organization shall cite Course copyright in all in any reference to the Course. Organization shall not remove or obscure rights management markings, such as copyright notices and patent numbers, from Course or printouts from Course. Organization acquires no proprietary interest in Course. Organization shall not sublicense, sell, lend, rent, lease or otherwise transfer all or any part of Course to any organization or individual that is not a party to this Agreement (“Third Parties”). Organization’s Users are not Third Parties.
• Organization shall not download substantial portions of Course for any purpose, including local storage or use. Organization shall not access, download, retain, or reproduce substantial portions of Course, whether by automated polling systems, manual execution of sequential queries, or any other means.
• Organization acknowledges that Course is for informational and educational purposes only and is not a substitute for the professional judgement of the Organization and no medical or patient-healthcare relationship is established by this Agreement. Organization shall not access Course or provide information from Course for any patient treatment. No confidential client or patient protected health information is used or exchanged in the Course. Organization acknowledges the Course is for healthcare professionals.
Delivery
• UW shall provide Organization access to Course via website URL for Course. The password/URL will be for a dedicated URL for User registration. Upon successful completion of the Course’s modules, Users may choose to obtain continuing education (“CE”) credit certification if available by submitting the appropriate form and individually paying the payment of CE charges.
Termination
• UW may terminate if Organization is in breach of this Agreement and fails to cure such breach, to UW's satisfaction, within 30 days of a written notice. The provisions under which this Agreement may be terminated shall be in addition to any and all other legal remedies which either Organization or UW may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy each Party may have.
Feedback
Organization hereby authorizes UW to request Feedback on use of Course to assist in UW’s continuing development of Course (“Feedback”). The timeliness and scope of the Feedback shall be at the sole discretion of UW. Organization agrees UW is permitted to use the any Organization-provided Feedback at no charge or royalty in making changes to Course.
Disclaimers
• Course has been developed as part of research conducted at UW and is made available “AS IS,” without obligation by UW to provide accompanying services or support. The entire risk as to the quality and performance of Course is with Organization. Should Course not work properly or be inappropriate for Organization purposes, Organization’s sole remedy is to discontinue its use immediately and terminate this Agreement. Organization acknowledges that Course is for informational and educational purposes only and is not a substitute for the professional judgment of Organization.
Course IS PROVIDED “AS IS” AND THE UW DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS AND IMPLIED, AND MAKES NO REPRESENTATIONS CONCERNING Course AND ANYTHING ELSE DELIVERED OR OTHERWISE PROVIDED TO ORGANIZATIONUNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
• EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL UW BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGES ARISING IN CONNECTION WITH THE ACTIVITIES CONTEMPLATED IN THIS AGREEMENT, AND IN NO EVENT SHALL UW BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, Course STOPPAGE, LOST DATA OR ANY OTHER RELIANCE OR EXPECTANCY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OF ANY KIND INCURRED BY ORGANIZATIONIN CONNECTION WITH THIS AGREEMENT. ORGANIZATIONHEREBY RELEASES UW, ITS OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, FACULTY, AND STUDENTS FROM ALL CLAIMS RELATING TO THE FOREGOING.
Indemnification
Organization shall defend, indemnify and hold harmless UW, and its officers, Course developers, employees, students, and agents, against any and all claims, suits, losses, damages, costs, fees, and expenses by Organization or any third party resulting from Organization’s possession and/or use of Course, including but not limited to any damages, losses, or liabilities whatsoever with respect to death or injury to any person and damage to any property. This indemnification clause shall survive the termination of this Agreement.
General
• This Agreement shall be construed in accordance with, and its performance shall be governed by, the laws of the State of Washington, United States. Any suit, action, or proceeding arising out of or relating to this Agreement shall be decided in King County, Washington, U.S.A. Organization accepts the venue and jurisdiction of the Federal District Court of Western Washington, Seattle, or the King County Superior Courts.
• Notices hereunder shall be delivered by hand, air courier express or certified mail with return receipt requested to the address of the User, and shall be deemed delivered 3 days after mailing. Notices to UW shall be made to the following address: UW:ATTN: Director, Innovation Development , University of Washington, 4545 Roosevelt Way NE, Suite 400, Seattle, WA 98105-4608
• Amendments to this Agreement must be in writing, reference this Agreement, and signed by duly authorized representatives of UW and User. Headings are provided for convenience only and shall not be referenced when interpreting the provisions of this Agreement.
• If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.
• This Agreement and the rights and benefits conferred upon Organization hereunder may not be assigned or otherwise transferred by Organization without the prior written consent of UW. This Agreement may be assigned by UW.
• Failure of UW to perform or delay in the performance of UW’s obligations under this Agreement due to any cause or event not reasonably within UW’s control, including but not limited to casualty, labor disputes, failure of equipment, compliance with government authority or Act of God, shall not constitute a breach of this Agreement, and UW’s performance shall be excused during such delay.
• This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations, or understandings, either oral or written, between the parties relating to the subject matter hereof. This Agreement may be executed by facsimile and in identical counterparts, each of which (including signature pages) will be deemed an original, but all of which together will constitute one and the same instrument. A facsimile, scanned, or photocopied signature (and any signature duplicated in another similar manner) identical to the original will be considered an original signature.
