September 15, 2015
These terms apply to all online products, sites and/or services (“Portal”) provided by the Surgical Council on Resident Education (“SCORE”). If you do not agree to these terms, do not proceed further.
Proprietary Rights and Use of the Portal
All content (“Content”) contained on or accessed from the Portal is the property of SCORE or is licensed to SCORE and is protected by copyright and other intellectual property laws. Licensee agrees to honor all reasonable requests by SCORE to protect SCORE's or its licensor’s proprietary interests in the Content. All proprietary rights in the Content, including all products and software contained therein are and shall remain the property of SCORE and its third-party licensors. Licensee expressly acknowledges that the Content is compiled, prepared, revised, selected and arranged by SCORE and/or its third-party licensors through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and that the Content constitutes valuable intellectual property of SCORE and/or its third-party licensors. Licensee agrees to protect the copyrights, trade secrets, and other proprietary rights of SCORE and its licensors in the Content, including, but not limited to, any contractual, statutory, and common law rights, and to limit the use of and access to the Portal and Content only to licensees.
Licensee may not use the Portal or Content for commercial purposes, including but not limited to the sale of materials from the Content, access to the Portal or bulk reproduction or distribution of the Content. Licensee shall not forward or disseminate any portion of the Content through electronic means, including without limitation mail lists or electronic bulletin boards.
Licensee agrees not to resell the use of, or access to, the Service. Licensee agrees not to reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of any components of the Portal or any software in the Portal or Content, or otherwise attempt to derive the source code of such software.
Licensee agrees that it may not co-brand or authorize any licensee or third party to co-brand any of the Content pages. For purposes of this agreement, the terms “co-brand” or “co-branding” mean to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner reasonably likely to give the impression that such other party has the right to display, publish, or distribute the Content.
Licensee agrees not to systematically retrieve Content from the Portal to create or compile, directly or indirectly, a collection, compilation, database or directory. Licensee agrees not to use any robots, spiders, crawlers or other automated downloading programs or devices, including without limitation, to: (i) continuously and automatically search or index any Content; (ii) harvest personal information from the Portal; or (iii) cause disruption to the operation of the Portal. SCORE reserves the right to terminate the Licensee's subscription or access to the Portal at any time if the Licensee downloads or prints out, in SCORE’s sole judgment, a substantial portion of Content.
Good Faith Obligation
The Licensee is obligated to act honestly and with a fidelity to the agreement and not to combine institutional subscription types under one account; not to act dishonestly and not to act to undermine the agreement entered or the substance of the contractual benefit agreed upon; and to act reasonably and with fair dealing, having regard to the interests of the parties (which will, inevitably, at times conflict) and to the provisions, aims and purposes of the contract, objectively ascertained.
Additional Terms and Conditions
Licensee grants to SCORE the perpetual, non-exclusive right to use all material entered into the Portal by the Licensee (other than third-party material transmitted through private electronic mail) (collectively, “Other Resources”).
Licensees entering Other Resources into the Portal are responsible for the content of that material. Neither SCORE nor its licensors or suppliers have any responsibility for Other Resources, including the content of any messages or information posted by Licensees or others, or for the content of information accessible via direct or indirect hyperlinks from the Portal. However, SCORE retains the right, which it may or may not exercise in its sole discretion, to review, edit, or delete Other Resources that SCORE deems to be illegal, offensive, or otherwise inappropriate.
Licensee may not input or distribute any material through the Portal that is promotional in nature, including solicitations for funds or business, without the prior written authorization of SCORE.
No Warranties; Limitations on Liability; Disclaimers
THE PORTAL AND ALL MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NEITHER SCORE NOR ITS LICENSORS MAKE ANY GUARANTEES OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES, REGARDING THE CONTENT OR AS TO ITS ACCURACY, COMPLETENESS OR CURRENTNESS, OR ANY RESULTS TO BE OBTAINED FROM ACCESSING AND USING THE PORTAL, OR ANY MATERIAL THAT CAN BE ACCESSED (VIA A DIRECT OR INDIRECT HYPERLINK OR OTHERWISE) THROUGH THE PORTAL OR FOR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED. LICENSEE UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA OBTAINED THROUGH USE OF THE PORTAL IS AT LICENSEE’S OWN DISCRETION AND RISK AND THAT LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE TO LICENSEE COMPUTER SYSTEM OR LOSS OF DATA OR FOR ANY USE OF THE CONTENT. NEITHER SCORE NOR ITS LICENSORS SHALL BE LIABLE TO THE LICENSEE OR TO ANYONE ELSE FOR ANY INACCURACY, DELAY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN CONNECTION WITH THE CONTENT OR FOR ANY DAMAGES RESULTING THEREFROM.
NEITHER SCORE NOR ITS LICENSORS REPRESENT THAT THE INFORMATION CONTAINED IN THE PORTAL OR THE CONTENT IS IN EVERY RESPECT ACCURATE OR COMPLETE, AND THEY ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR THE RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION.
EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL SCORE OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST TIME, LOST MONEY, LOST PROFITS OR GOOD WILL, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN WITH RESPECT TO ANY USE OF PORTAL AND IN NO EVENT SHALL THE LIABILITY OF SCORE OR ITS LICENSORS FOR WHATEVER CAUSE EXCEED A SUM EQUAL TO THE FEES PAID BY YOU FOR USE OF THE PORTAL DURING THE PREVIOUS TWELVE (12) MONTHS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Licensee agrees to hold SCORE, its officers, agents or employees and its third party providers and licensors harmless from any liability, loss or damage they may directly or indirectly suffer as a result of claims, demands, costs or judgments against them arising from Licensee's use of the Portal or any Content therein.
Username and Password
All Licensees will be provided a username and password as part of the registration process in order to access the Portal. Licensee shall keep such username and password confidential, and must promptly notify SCORE of any disclosure or unauthorized use of such username and password.
Licensee agrees that SCORE may, from time to time, use information Licensee provides as part of the registration process to send Licensee information regarding services from SCORE which may be of interest to Licensee. Licensee further agrees that SCORE may provide aggregated, anonymous statistical information about use of the Portal by Licensees to other persons and SCORE partners in order to improve or enhance Portal features or functionality.
Export and Compliance
Licensee may not download or otherwise export or re-export any underlying Software, technology or other information from the Service except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the United States has embargoed goods unless otherwise permitted by law, or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's or State Department's Table of Denial Orders. You agree to comply with all applicable local, state, national and international laws, statutes, ordinances and regulations that apply to your use of the Portal and its Content, products and services. You represent and warrant that you are not listed on any United States Government list of prohibited or restricted parties. Licensee agrees to indemnify, defend and hold harmless SCORE and its licensors against any and all liability arising from or relating to Licensee’s breach of this section.
SCORE may provide, or third parties may provide, links to other third party websites or online resources. SCORE does not endorse and is not responsible for any data, software or other content available from such sites or resources and Licensee acknowledges and agrees that neither SCORE nor its licensors shall be liable, directly or indirectly, for any damage or loss relating to Licensee use of or reliance on such data, software or other third party content.
If you register for a free trial of the Portal, SCORE will make the Content available on a trial basis free of charge until the earlier of (a) the end of the free trial period or (b) the start date of your subscription. If additional terms and conditions are included on the trial registration web page, those will apply as well. During the free trial period, (i) the Content is provided “as is” and without warranty of any kind, (ii) SCORE may suspend, limit, or terminate the Subscription Service for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind related to your use of the Subscription Service. Unless you subscribe to the Subscription Service before the end of the free trial, all of your data on the Subscription Service will be permanently deleted at the end of the trial, and we will not recover it.
Revisions to License and Termination
SCORE may discontinue or change the Portal, or its availability to Licensee, at any time. If Licensee refuses or fails to abide by these rules or violates any other terms or conditions of this license, SCORE reserves the right in its sole discretion to suspend or terminate Licensee access to the Portal immediately without notice, in addition to pursuing any other available remedies.
Customer support is included in your Subscription Fee. Phone support for the Subscription Service is available 8:30AM to 4:30PM Eastern Time (GMT-5), Monday through Friday, excluding US national holidays. SCORE accepts email support questions at all times via the Portal Help link. Responses are provided during phone support hours only. SCORE attempts to respond to email support questions within one business day; in practice, responses are generally even faster. SCORE does not promise or guarantee any specific response time.
Fees and Payments
The applicable annual subscription fee for Licensee selected service or product on the Portal must be fully paid before Licensee will be provided access to the applicable service or product.
Licensee agrees to pay all fees and charges incurred in connection with Licensee’s username and password, including applicable taxes and communications or access charges, at the rates in effect when the charges were incurred. Fees and charges are non-refundable. SCORE may change subscription rates in the normal course of business. In that case, Licensee will be notified of the new rates (if any) in the SCORE annual renewal notice which Licensee will receive prior to the end of Licensee’s subscription term.
The failure of SCORE to insist upon strict compliance with any term of this license shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. This agreement is personal to Licensee, and Licensee shall not assign Licensee’s rights or obligations to anyone without SCORE’s prior written approval. If any provision in this agreement is invalid or unenforceable under applicable laws, the remaining provisions will continue in full force and effect. This agreement is deemed executed in and pursuant to the laws of the state of Pennsylvania, as if the agreement were a contract wholly entered into and performed in Pennsylvania. Licensee’s rights and obligations, and all actions contemplated by this agreement shall be governed by the laws of the United States and Pennsylvania, Philadelphia County. It is further agreed that venue to enforce any right or remedy under this license, or to interpret any of its provisions is limited to and may only be brought in the state or federal courts located in Philadelphia, Pennsylvania. In any action or suit to enforce any right or remedy under this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys’ fees.
IF YOU DO NOT AGREE TO ALL OF THE ABOVE TERMS, DO NOT PROCEED TO ENTER, ACCESS OR OTHERWISE USE THE SCORE WEB PORTAL.