The undersigned
("Licensee") hereby agrees to license from the
Dorland Healthcare Information ("DHI") access
to the Directory of Physician Groups & Networks
Internet Edition ("Directory"). Licensee agrees
that use of the Directory shall be subject to the
following terms and conditions:
| 1. |
DHI represents
that the Directory contains data similar to the
data included on the "Directory of Physician
Groups & Networks Internet Edition" web
site under the portion of that site labeled
"Directory of Physician Groups &
Networks Internet Edition Trial Version."
Licensee acknowledges having reviewed this data. |
| 2. |
DHI
represents that it uses a "cookies"
technology for controlling access to the
Directory. Licensee acknowledges that this
technology limits Licensee's access to the
Directory to a single machine unless the Licensee
has purchased additonal user rights. If Licensee
desires to change the machine from which the
Directory is accessed, DHI will supply Licensee
with a replacement password at no charge, usually
within one business day following DHI's receipt
of such request. |
| 3. |
This
agreement grants License the right to make
searches of the Directory using the searching
capabilities supplied by DHI with the Directory,
and to print to hardcopy any Directory data
displayed by the Directory software. |
| 4. |
Licensee
acknowledges that the Directory and the
information contained therein constitutes
valuable copyrighted information which is and
shall remain the sole property of DHI. Licensee
agrees to take all reasonable steps necessary to
prevent release or disclosure of the Directory
and information contained therein to any third
party, and to ensure that there is no
unauthorized use which occurs through use of
Licensee's IP address or password. Licensee will
be solely responsible for any such unauthorized
use. |
| 5. |
Licensee
agrees that the Directory will not be used
directly or indirectly for purposes of developing
for sale, rental, barter, or publication through
any means of any list or directory containing
physician group practices, IPAs, PHOs, physician
practice management companies or management
service organizations. |
| 6. |
DHI
disclaims all warranties as to the Directory,
including the implied warranties of
merchantability or fitness for a particular
purpose. Licensee acknowledges that the
subject matter covered within the Directory is
constantly changing, often rendering the
Directory out of date soon after it is collected.
While DHI will use its best efforts to provide
users with continual access to the Directory and
to correct any material performance problems
brought to its attention, Licensee acknowledges
that the Directory web site will have down time.
In no case will DHI be liable for any direct or
indirect damages resulting from Licensee's use of
the Directory or inability to access the
Directory, whether or not such damages are
related to errors or other defects in the
Directory |
| 7. |
The
term of this Agreement is for one year. However,
all protections afforded DHI regarding DHI's
ownership of the Directory, and the uses of the
data permitted to Licensee under this Agreement
shall continue for five years following
termination of the Agreement. The agreement is
not cancellable by Licensee without DHI's
permission once Licensee has been provided access
to the Directory. |
| 8. |
Licensee
represents that no changes to the text of this
agreement as published by DHI have been made by
Licensee, and agrees that, if such changes have
been made, Licensee will be bound by the
agreement as published by DHI. |
| 9. |
This
Agreement is not assignable. Licensee's rights
under this Agreement may not be transferred to
any entity including entities which shall acquire
an ownership interest in the Licensee without
DHI's prior written permission. |
| 10. |
Except as
otherwise restricted by law, this Agreement shall
be governed by the laws of the state of
Pennsylvania. |
Having read the
above, and having understood the terms and conditions of
this Agreement, Licensee agrees to assume full
responsibility for compliance with this Agreement. Any
breach of any term of this Agreement will subject
Licensee to any and all injunctive relief and legal and
equitable remedies available to DHI.
_________________________________________
Name of Licensee's Authorized Representative
_________________________________________
Signature of Licensee's Authorized Representative
_________________________________________
Date
|
