AUTHENTIC
WORLD END USER TERMS AND CONDITIONS
1.
Definitions
1.1 In these Terms and Conditions (as hereinafter defined) unless
the context otherwise requires, the following terms shall have the following
meanings:
“Client” means the End User’s employer
or educational institution that purchased the End User’s Logon pursuant to the
Client Agreement.
“Client
Agreement” means the agreement between the Client and Authentic World
relating to inter alia the purchase of the End User’s Logon.
“End User” means an individual that at
any time has been provided a Logon by Authentic World as an authorised End User.
“End User Information” means data input, created or used by the End User in using
the Software
“Intellectual Property Rights”
means all copyrights, patents, registered and
unregistered design rights, trade marks and service marks and applications for
any of these, together with all database rights, trade secrets, know-how and
other intellectual property rights in all parts of the world.
“Logon” means the username provided by Authentic
World to the End User.
“Permitted Browsers and Software” means
the software and browsers which the End User uses to enable the Software to be
used as set out on the Authentic World website.
“Software” means the Authentic World
software product.
“Terms and Conditions” means the standard terms and conditions
contained in clauses 1 to 16 of this document entitled Authentic World End User
Terms and Conditions.
2. Term and Password
2.1 These Terms and Conditions
will come into effect when the End User first registers a Logon and will remain
in force until that Logon has expired unless terminated earlier in accordance
with these Terms and Conditions.
2.2 On first registration of a Logon, the End User will be asked to create a password. The End User must keep this password confidential and must not disclose it or share it with anyone. The End User will be responsible and liable for the activities that occur under its password. If the End User knows or suspects that someone else knows its password the End User must notify Authentic World immediately.
3. Scope of Use
3.1 In
consideration of the End User complying with its obligations under these Terms
and Conditions, Authentic World grants to the End User a non-exclusive,
non-transferable licence to use the Software for his or her own personal
training purposes.
3.2 The
End User acknowledges and agrees that the End User’s use of the Software forms
part of the End User’s studies, training and/or employment with the Client.
3.3 The End
User is responsible for maintaining validation, error correction, back up and
reconstruction of its own software.
3.4 The
licence granted to the End User in clause 3.1 is personal to the End User and
the End User is not permitted to assign, transfer, sub-license, or otherwise
dispose of any of the licensed rights to use the Software to a third party.
Nothing in this Agreement transfers any proprietary rights in the Software from
Authentic World to the End User.
3.5 The
End User shall:
(a) keep itself aware
of all current practices and standards to avoid use of outdated regimes of
calculating dosages;
(b) employ good
clinical judgement in selecting appropriate dosage equations and set up
orientations encountered and obtained through the use of the Software;
(c) use
the Service only for lawful purposes and in accordance with these Terms and
Conditions;
(d) comply
in every respect with all the instructions which Authentic World provides
concerning the Software; and
(e) use
and adhere to the Logons including user names, passwords and any authentication
codes or security procedures which Authentic World may notify to the End User
from time to time.
3.6 The End
User shall not:
(a) reproduce,
disseminate or otherwise disclose the content of the Software except as
expressly set out in this Agreement;
(b) electronically
transmit any Software over a network except as necessary for the End User’s
licensed use of the Software;
(c) use
run-time versions of any third-party products which may be embedded in the
Software, for any use other than the use of that Software;
(d) modify,
disassemble, decompile, or reverse engineer any Software except to the extent
permitted by law, and must first give 90 days’ notice to Authentic World;
(e) use the
Software in any way not expressly provided for by these Terms and Conditions.
3.7 The End
User shall use only the Permitted Browsers and Software.
3.8 The End User is responsible for acquiring and maintaining all licences
and permissions necessary in respect of any third party software it may use in
connection with the Software. The End User confirms that any Permitted Browsers
and Software, End User Information or other materials provided by the End User
to Authentic World or utilised by the End User in the Service will not infringe
any Intellectual Property Rights of any third party, and will not be obscene or
defamatory, and will not violate the laws or regulations of any state which may
have jurisdiction over such activity.
3.9 Authentic
World shall be entitled to access or use any End User Information to enable Authentic
World to perform its obligations under these Terms and
Conditions.
3.10 The End
User acknowledges that it is responsible for its input to the Software and for
any use that it makes of such input, and that Authentic World has no
responsibility for such input or its use.
3.11 If the End
User learns about or is informed of any of the components, processes or methods
of operating the Software it will treat that knowledge or information as Authentic
World’s trade secret, and not use it to the benefit of any party other than Authentic
World or convey it in any way to any third party or allow any third party to
acquire it.
3.12 The End
User shall fully indemnify Authentic World from and against all liabilities,
losses, damages, costs and expenses (including legal expenses) suffered or
incurred by Authentic World as a result of or in connection with:
(a) any unauthorised access to, or use or misuse of, the Software
by the End User;
(b) any
unauthorised access to, or use or misuse of, the Software by any third party if
such access, use or misuse was permitted or facilitated by the End User.
3.13 The End
User shall fully indemnify Authentic World from and against all liabilities,
losses, damages, costs and expenses (including legal expenses) suffered or
incurred by Authentic World as a result of or in connection with the:
(a) ownership
or nature or any use made of End User Information;
(b) End
User’s breach of any of these Terms and Conditions; and
(c) use of the contents of the Software and/or training or its
methodologies by the End User.
4. Security
4.1 Authentic
World will use reasonable endeavours to effect and maintain at all times
continuous and sufficient security measures, in order to safeguard End User
Information from unauthorised access and use, and to minimise the risk of a
security breach.
5. End User Information
5.1 The End
User acknowledges and agrees that it is entirely responsible for the End User
Information and any use that it or a third party may make of it for any
purposes, and that Authentic World will have no responsibility for the End User
Information or such use. Without prejudice to the generality of the previous
sentence the End User shall:
(a) in
performing its obligations under these Terms and Conditions fully to comply
with, all laws, regulations, licences or binding codes or standards of practice
relevant to personal data (including without limitation the Data Protection Act
1998);
(b) not
provide any item of End User Information or upload, transmit or download any
message or material that:
(i) is
defamatory, racist or sexist, threatening or menacing to any person or group of
people, or contains any obscene elements (in particular, anything which is or
could be interpreted as paedophilia), or which in Authentic World’s reasonable
opinion is likely to cause annoyance or distress to any person; or
(ii) infringes
the copyright or other Intellectual Property Rights of any other person,
company or partnership, anywhere in the world; or
(iii) in any way act in a manner that
constitutes, or may involve Authentic World in, sending any unsolicited e-mail.
6. Availability
6.1 Subject
to the provisions set out in this clause, Authentic World will use reasonable
endeavours to make the Software available at all times.
(a) to enable Authentic World to comply with an order or request
from a governmental, or other competent regulatory body or administrative
authority; or
(b) to enable Authentic World to carry out work which is necessary
in its reasonable opinion to maintain or improve the Software; or
(c) to carry out standard
maintenance and support.
7. Intellectual Property
Rights Indemnity
7.1 If the End User learns of any claim that the Software or part of
it infringes any Intellectual Property Rights of any third party in the
jurisdiction in which the End User is entitled to use such Software, it must
inform Authentic World promptly of the claim and grants sole control of the
defence to Authentic World to enable Authentic World to settle or litigate it,
and does not itself settle or litigate it.
7.2 In the
event of any claim or if the use of the Software is restricted as a result of
any claim, Authentic World may at its option and expense: (a) obtain the right
for the End User to continue to use the Software; or (b) modify or replace the Software
for the End User to use; or (c) if the use of the Software is permanently
prevented by the courts, terminate it. Authentic World will not be liable if
any claim is caused by combining the Software with any software, database or
information or data of any kind of which Authentic World has not approved.
7.3 These
clauses 7.1 and 7.2 state Authentic World’s entire liability and the End User’s
entire remedy in respect of any Intellectual Property Rights infringement by
the Software.
8. Warranties
8.1 Authentic
World uses all reasonable endeavours to maintain the Software free of bugs and
viruses but Authentic World strongly recommends that the End User should have
its own effective anti-virus programs.
8.2 Authentic
World does not and cannot control the network on which the technology operates
or the flow of data to or from its network. Such flow depends largely on the
performance of services provided or controlled by third parties. At times,
actions or omissions of such third parties can impair or disrupt connections.
Although Authentic World will use all commercially reasonable efforts to avoid
such events and take all actions it deems appropriate to remedy such events, Authentic
World cannot guarantee that such events will not occur. Accordingly, Authentic
World cannot and does not warrant that the Software will be uninterrupted,
error-free or entirely secure, and disclaims any and all liability resulting
from or related to such events.
8.3 The End
User acknowledges that Authentic World does not provide any back-up software or
processing facilities covering equipment, data, operating systems or application
software and the End User agrees that Authentic World will not be responsible
or liable if, for any reason concerning any of these, the Software cannot be
provided.
8.4 All conditions, warranties or other terms that might be implied
or incorporated into these Terms and Conditions relating to the Software,
whether by statute, common law or otherwise, are excluded to the fullest extent
permitted by law.
9. Limitations on Use
9.1 Authentic
World reserves the right to deny any End User access to the Software and to remove
an End User’s Logon and access to the Software on reasonable grounds, including
but not limited to a breach by the End User of any these Terms and Conditions.
9.2 If at
any time the End User's access to, or use of, the Software is not in compliance
with any applicable law or regulation, the End User will be in breach of these
Terms and Conditions, and Authentic World will be entitled at its sole
discretion to terminate the End User’ use of the Software under clause 11. The End
User acknowledges and agrees that Authentic World is entitled to report such a
breach or non-compliance to any relevant regulatory body or agency, and that Authentic
World will not incur any liability to the End User as a result of the breach,
the non-compliance, or Authentic World’s reporting of it.
9.3 In
addition to any other remedies available at law or in equity and without
prejudice to its rights under these Terms and Conditions, Authentic World will
have the right to suspend the End User’s use of the Software immediately if
deemed reasonably necessary by Authentic World in order to protect the proper
interests of Authentic World or of its other clients. If practicable and
depending on the nature of the reason for such suspension, Authentic World may,
in its absolute discretion, give the End User an opportunity to remedy the
situation. In such case, if the End User remedies the situation, Authentic
World will promptly restore its use of the Software.
10. Limitation of liability
10.1 Authentic World’s liability for death or injury resulting from its
own negligence or that of its employees, agents or sub-contractors shall not be
limited.
10.2 Subject
to clause 10.1, Authentic World shall not be liable in respect of any: (i) loss
of profit, goodwill, business revenue, anticipated savings or contracts; or
(ii) any type of indirect or consequential loss or damage.
10.3 Authentic
World will not be liable for any damages arising from negligence or otherwise
unless the End User has established reasonable back up, accuracy checks and
security precautions to guard against possible malfunctions, loss of data or End
User Information, or unauthorised access, and has taken reasonable steps to
minimise any loss.
10.4 The End User acknowledges and agrees that the Software
is a training and educational tool only and that the End User must use its
professional judgement and experience in a practical setting. Authentic World
will not be liable for the use of the contents of Software and/or training or
its methodologies by the End Users or any third party.
11. Termination
11.1 Authentic
World shall be entitled to terminate this agreement immediately by notice in
writing if:
(a) the End User is in material or continuing breach of any of its
obligations under these Terms and Conditions and fails to remedy the same (if
capable of remedy) for a period of 30 days after written notice of the breach
by Authentic World; and
(b) instructed by the Client.
11.2 This
agreement will automatically terminate if the Client Agreement terminates.
11.3 Any
termination of this agreement by Authentic World will be without prejudice to
any other rights or remedies of either party under these Terms and Conditions
or at law and will not affect any accrued rights or liabilities of Authentic
World at the date of termination.
11.4 On
termination of this agreement for any reason, the End User must immediately
cease all use of the Software.
12. General Contract Provisions
12.1 Entire
Agreement
These Terms and Conditions constitute the
entire agreement between the parties and supersede any previous prior
representations, writings, negotiations, understandings or agreements whether
written or oral between the parties relating to the subject matter of these
Terms and Conditions.
12.2 Variations
Authentic World may vary
any of the provisions of this Agreement by giving the End User not less than 30
days notice of such variation.
12.3 Force
Majeure
Authentic World will not be liable to the End
User for any delay or non-performance of its obligations under these Terms and
Conditions arising from any cause or causes beyond its reasonable control,
including (without limitation) act of God, act of government or regulatory
authority, war, fire, flood, explosion or civil commotion, or failure of the
Internet. If such delay or non-performance arising from such cause or causes
persists for more than 90 days either party may terminate this agreement on
written notice to the other without incurring any further liability under its
terms.
12.4 Severability
If any of these Terms and Conditions are
judged to be illegal or unenforceable, the continuation in full force and
effect of the remainder of them will not be prejudiced unless the substantive
purpose of these Terms and Conditions is thereby frustrated, in which case
either party may terminate this agreement forthwith on written notice.
12.5 Waiver
No forbearance or delay by either party in
enforcing its respective rights will prejudice or restrict the rights of that
party, and no waiver of any such rights or of any breach of any contractual
terms will be deemed to be a waiver of any other right or of any later breach.
12.6 Assignment
The End User shall not assign, sub-contract
or otherwise deal with this Agreement or any rights and obligations under this
Agreement without the prior consent of Authentic World.
12.7 Notices
Any notice given under these
Terms and Conditions by the End User must be to Authentic World at Unit 25, Cardiff Medicentre, Heath Park,
Cardiff CF14 4UJ or via email at legal@authenticworld.co.uk.
Authentic World may give notice to the End User by posting such notice on
Authentic World website or at the email address given by the End User at the
time of registering the Logon. Notice will be deemed received and properly
served immediately when posted on the Authentic World website and 1 hour after
an email is sent.
12.8 Governing
Law and Jurisdiction
These Terms and Conditions are governed by
and construed according to English law and the parties submit to the exclusive
jurisdiction of the courts of
Authentic World, April 2008