KarenZupko & Associates, Inc.
KZA Webinar End User Agreement
This End Use Agreement (the “Agreement”), is between KarenZupko&Associates, Inc, a medical practice management company (hereinafter referred to as “KZA”), and the person or entity or employees of entity viewing this video (“Company”) effective as of the date of acceptance of the terms of this agreement (the “Effective Date”). Company agrees to inform it’s employees of the terms and conditions of this agreement, if applicable, prior to receiving any Materials and shall be responsible for any breaches of this agreement.
1 — License
With respect to this video: KZA grants Company the non-exclusive, non-transferable, non-sublicensable, restricted right, to only view the video, documentation or other items or information, (“the Materials”) solely for educational purposes. Unless Company enters into a separate agreement with KZA which specifically extends the Term, or Company signs another agreement with KZA which allows Company to retain the KZA Materials, Company agrees to the use terms provided herein.
2 — Term and Termination
The term of this Agreement shall commence on the Effective Date and shall run expire thirty days from the Effective Date. Company may work with KZA to extend the term of the agreement for an additional time period at the current KZA rate. KZA may terminate this agreement at any time in the event of any breach by Company.
3 — Restrictions
Company shall not copy or reproduce any Materials, except with KZA’s prior written authorization. Company may not decompile, edit, copy in part or whole, distribute, transmit, display, publish reproduce, rent, lend/lease, license/sub-license, create derivative products from, distribute via the Internet, sell, transfer or otherwise reveal any Materials to any third party whatsoever.
4 — Ownership/Assignment
KZA is the owner of the Materials and derivations therefrom, including all intellectual property rights thereto. Nothing stated herein shall be deemed to grant, transfer, assign or set over unto Company any right, title, interest or ownership of the Materials, all of which is hereby expressly reserved by KZA. Company may not assign its rights or obligations under this Agreement.
5 — Disclaimer of Warranty
KZA WARRANTS THAT IT HAS THE AUTHORITY TO GRANT THE RIGHTS HEREIN. MATERIALS ARE LICENSED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. KZA DISCLAIMS RESPONSIBILITY FOR ANY ERRORS IN THE MATERIALS AND FOR ANY CONSEQUENCES ATTRIBUTABLE TO OR RELATED TO ANY USES, NONUSE, OR INTERPRETATION OF INFORMATION CONTAINED IN OR NOT CONTAINED IN THE MATERIALS. KZA WILL NOT BE DEEMED TO BE ENGAGED IN THE PRACTICE OF MEDICINE OR DISPENSING MEDICAL SERVICES. KZA DOES NOT WARRANT THAT THE DATA CONTAINED IN THE MATERIALS WILL MEET COMPANY’S REQUIREMENTS OR THAT THE OPERATION OF THE MATERIALS WILL BE UNINTERRUPTED OR WITHOUT ERROR. IN NO EVENT WILL KZA BE LIABLE TO COMPANY OR TO ANY OTHER PARTY FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE MATERIALS EVEN IF KZA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE MEDIUM ON WHICH MATERIALS IS CONTAINED IS DEFECTIVE OR THE INFORMATION IS NOT INTACT, KZA AGREES TO PROVIDE A REPLACEMENT. THIS IS KZA’S SOLE AND ENTIRE LIABILITY.
6 — Limitation of Liability
IN NO EVENT WILL KZA BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE SPECIAL OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR INABLILTY TO USE THE MATERIALS. THE TOTAL CUMMULATIVE LIABILTY OF KZA WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE AMOUNT COMPANY PAID FOR THE PRODUCT. TO THE EXTENT PERMITTED BY LAW, KZA WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILTY.
7 — Indemnity
Company agrees to indemnify and hold harmless KZA and its licensors from and against any and all claims, liabilities, losses and expenses, including reasonable attorneys’ fees, arising out of Company’s use of the Materials.
8 — Export Control
Company agrees to comply with all license and approvals required under applicable U.S. export laws, rules and regulations.
9 — Governing Law
This Agreement shall be construed in accordance with Illinois law under the sole jurisdiction of the applicable state and federal courts of Illinois. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to this Agreement.
Effective Date: This KZA Webinar End User Agreement is effective as of this 27th day of November, 2018.