BY ORDERING OR ACCESSING AN APPLICATION, CUSTOMER AGREES TO THE TERMS AND CONDITIONS BELOW.
This License Agreement ("Agreement") is between American Hospital Directory, Inc. ("AHD") and the licensee of any of AHD's Applications ("Customer"). Applications are defined herein as computer applications owned or licensed by AHD to supplement a Customer's annual AHD subscription. A description of each Application is available at http://www.ahd.com/apps.html, which may be modified or supplemented by AHD at any time.
- AHD agrees to grant and does grant to Customer a limited, non-exclusive right and license to access and use the Applications ordered by Customer under this Agreement, under the terms and conditions set forth below. Customer acknowledges and agrees that nothing contained in this Agreement shall be deemed to grant to Customer any ownership interest in an Application or Application Data (as that term is defined below), apart from that expressly granted herein. AHD does not grant to Customer any license or right to the Application Data apart from its use within an Application ordered by Customer.
- Customer must maintain a current subscription to AHD's online service ("ahd.com") to qualify to order or access Applications.
- Each Application shall be assigned to an ahd.com subscriber account. Customer may assign an Application to another employee or office of Customer that holds a subscriber account, upon notice to AHD, and AHD will make reasonable efforts to promptly effectuate such assignment. All other attempts to assign an Application shall be void.
- The license granted hereunder to any Application shall be for a period of five (5) years from the date of order, or shall be co-terminous with AHD's license to the data contained in such Application (the "Application Data") whichever is shorter; provided, however, that Customer's license to all Applications shall terminate immediately upon Customer's failure to maintain a current subscription to ahd.com.
- THE APPLICATIONS AND THE DATA CONTAINED HEREIN ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. AHD HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE APPLICATIONS AND ANY INFORMATION CONTAINED HEREIN, INCLUDING ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE DATA, COMPILATIONS, INTERPRETATIONS, ANALYSES, REPORTS AND ANY OTHER INFORMATION AVAILABLE THROUGH THE APPLICATIONS, OR THE APPLICATIONS THEMSELVES. CHANGES TO THE INFORMATION CONTAINED IN THE APPLICATIONS, OR THE APPLICATIONS THEMSELVES, MAY BE MADE AT ANY TIME WITHOUT NOTICE. THE INFORMATION CONTAINED IN AN APPLICATION MAY BE OUT OF DATE AND AHD MAKES NO COMMITMENT TO UPDATE THE INFORMATION IN AN APPLICATION.
- TO THE EXTENT PERMITTED BY LAW, AHD SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OR INJURY CAUSED DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, BY ANY APPLICATION OR APPLICATION DATA, OR FOR ANY DECISION MADE, OR ACTION TAKEN, IN RELIANCE THEREON. IN NO EVENT SHALL AHD HAVE ANY LIABILITY FOR LOST PROFITS OR FOR INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LIABILITY TO ANY THIRD PARTY, EVEN IF AHD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ALSO AGREES THAT ANY LIABILITY OF AHD RELATED TO ANY APPLICATION OR APPLICATION DATA SHALL NOT EXCEED THE AMOUNT THAT CUSTOMER HAS PAID TO AHD FOR THE LICENSE TO USE SUCH APPLICATION.
- In the event that Customer orders a custom Application as set forth at http://www.ahd.com/apps.html (a "Custom Application"), AHD reserves the right to impose different or additional terms and conditions. In the event of a conflict between the terms and conditions of this Agreement and those included with a Custom Application, the terms included with the Custom Application shall control.
- This Agreement shall be governed by the laws of the Commonwealth of Kentucky. Licensor hereby irrevocably consents to the exclusive jurisdiction of the courts located in Jefferson County, Kentucky, for any action in any way relating to this Agreement or any relationship between the parties.
- The terms of this Agreement, together with the Notice, Disclaimer & Agreement which governs Customer's use of the AHD website and the terms of Customer's subscription to the Directory, constitute the entire agreement between the parties with respect to the subject matter contained herein. Each provision of this Agreement is severable from all other provisions of this Agreement. If one or more of the provisions of this Agreement shall be prohibited or declared invalid under applicable law, such provisions shall be enforced to the fullest extent permitted by applicable law and the remaining provisions of this Agreement shall remain in full force and effect. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the parties. The delay or failure by either party to enforce any provision of this Agreement, or to require at any time performance by the other party of any provision hereof, shall in no way be construed to be a waiver of such provision, nor in any way affect the validity of this Agreement or any part hereof, or the right of such party thereafter to enforce each and every such provision in accordance herewith. No waiver shall be implied, whether by any custom, course of dealing or delay or failure in exercising any rights or remedies hereunder. No instance of waiver shall imply any obligation to grant any similar, future or other waiver.