Access and Permitted Uses. You are responsible for obtaining access
to the Isabel Services, and acknowledge that such access may involve
third-party fees (such as internet service provider or airtime charges).
You are responsible for those fees. In addition, you must provide
and are responsible for all equipment necessary to access the Isabel
Access to and use of the Isabel Services (other than free public
areas) are limited only to those healthcare professionals (or categories
of healthcare professionals) or others to whom Isabel has granted
access and use rights consistent with these Terms of Isabel Services.
The scope of such access rights shall be limited to those sections
of the Isabel Services to which you have subscribed and for which
you are current in your payment obligations to Isabel or its third-party
The Isabel Services are made available as a decision support tool
for your non-commercial use only. You agree not to reproduce, duplicate,
copy, sell, trade, resell or exploit for any commercial purposes,
any portion of the Isabel Services, including, without limitation,
the information displayed as search results by Isabel Services.
In addition, you agree to not use the Isabel Services to: forge
headers or otherwise manipulate identifiers in order to disguise
the origin of any content transmitted through the Isabel Services;
transmit or otherwise make available any material that contains
software viruses or any other computer code, files or programs designed
to interrupt, destroy or limit the functionality of any computer
software or hardware or telecommunications equipment; interfere
with or disrupt the Isabel Services or servers or networks connected
to the Isabel Services, or disobey any requirements, procedures,
policies or regulations of networks connected to the Isabel Services;
and/or intentionally or unintentionally violate any applicable local,
state, national or international law.
Registration; Account Information; Password and Security.
warrant covenant and agree that: (a) the registration information
provided by you is true, accurate, current and complete (the "Registration
Data") and (b) you shall maintain and promptly update the Registration
Data to keep it true, accurate, current and complete. If you provide
any information that is untrue, inaccurate, not current or incomplete,
or Isabel has reasonable grounds to suspect that such information
is untrue, inaccurate, not current or incomplete, Isabel has the
right to suspend or terminate your account and refuse any and all
current or future use of the Isabel Services (or any portion thereof).
are responsible for maintaining the confidentiality of your account,
as well for all activities that occur under your or account. You
agree to immediately notify Isabel if you become aware of any unauthorized
use of your account or any other breach of security. Isabel cannot
and will not be liable for any loss or damage arising from your
failure to comply with this Section.
Medical Diagnosis and Treatment. You acknowledge and agree that:
The Isabel Services do not make final clinical or other
decisions and are not a substitute for competent, properly trained
and knowledgeable staff who bring professional judgment and analysis
to the information presented by the Isabel Services.
You, and specifically not Isabel, are solely responsible
for verifying the accuracy of all patient information and determining
the data necessary for you to make medical and diagnostic decisions,
as well as for complying with all laws, regulations and licensing
requirements applicable to your delivery of healthcare services.
You have reviewed and will communicate to authorized users
any Isabel Services information which may be provided to you from
time to time.
4. Availability of Isabel Services.
Isabel will use reasonable commercial
efforts to ensure that the Isabel Services are available at all
times, however, you acknowledge and agree that the Isabel Services
may not be available at certain times due to scheduled or unscheduled
maintenance and/or updates or other reasons beyond the control of
Isabel. Since you will receive Isabel via third party telecommunications
networks, you acknowledge that Isabel cannot guarantee that the
availability of the Isabel Services will be uninterrupted or error
free. Similarly, Isabel cannot guarantee that the transmission of
any information over such telecommunications networks will be secure
nor that you will be able to access the Isabel Services at all times.
You acknowledge and agree that the Isabel Services
contain proprietary and confidential information that is protected
by applicable intellectual property and other laws. You further
acknowledge and agree that content contained in information presented
to you through the Isabel Services is protected by copyrights, trademarks,
service marks, patents or other proprietary rights and laws and
that except as expressly provided herein, nothing contained in these
Terms of Isabel Services is intended or shall be construed as granting
to you any rights in or to any such content.
Isabel Intellectual Property Indemnification.
Isabel or its licensors
will defend or settle any lawsuit brought against you to the extent
arising out of any valid copyright or patent infringement claim
of a third party arising from your use of the Isabel Services in
accordance with these Terms of Isabel Services. If any such lawsuit
materially interferes with your use of the Isabel Services, Isabel
shall, at its option: (i) modify the Isabel Services so that it
no longer infringes but remains functionally equivalent; (ii) obtain
for you at Isabel's expense the right to continue to use the infringing
Isabel Services; or (iii) terminate the Isabel Services and refund
to you any subscription fees paid by you in respect of periods following
such termination. The foregoing remedies are your sole and exclusive
remedies for such third party claims. The above indemnification
obligation is conditional upon you providing Isabel written notice
of any infringement claim by a third party to which this indemnity
may relate within thirty (30) days after receipt of notice of such
third party claim and you reasonably cooperating with Isabel in
the defense of such claims. Notwithstanding the foregoing, Isabel
shall not have any obligation to you hereunder if the infringement
claim results from or arises out of the use of the Isabel Services
in a manner or environment, or for any purpose, for which Isabel
did not design or license it, or in violation of Isabel's recommendations
or instructions on use; or any modification or enhancement of the
Isabel Services by you or any third party not authorized or approved
in writing by Isabel.
You agree to indemnify and hold Isabel and
its subsidiaries, affiliates, officers, agents, employees and licensors
harmless from any claim or demand (and all resulting liability,
loss, damage or expense, including, without limitation, reasonable
attorneys' fees incurred) made by any third party arising out of
or in connection with the provision of healthcare services or related
services to your patients.
Information Provided by Isabel Services.
Given that information
provided by the Isabel Services is sourced from a variety of resources
and textbooks over which Isabel exercises no control, and further,
that the information displayed as search results are dependent on
the search terms inputted by you, ISABEL CANNOT AND DOES NOT WARRANT
OR GUARANTEE THE ACCURACY OR RELEVANCY OF ANY INFORMATION OR RESULTS
PRODUCED BY THE ISABEL SERVICES, NOR CAN ISABEL ASSUME ANY RESPONSIBILITY
FOR THE CONTENT CONTAINED IN ANY SEARCH RESULTS OR OTHERWISE LINKED
TO BY THE ISABEL SERVICES.
IMPORTANT NOTE: PLEASE NOTE THAT DUE TO THE WAY IN WHICH THE ISABEL
SERVICES OPERATE, NUMBERS OR FORMULAE COPIED FROM TEXTBOOKS AND
OTHER RESOURCES MAY BECOME JUMBLED OR CORRUPTED AND THEREFORE CANNOT
BE RELIED ON AND SHOULD BE VERIFIED FROM AN INDEPENDENT SOURCE.
The Isabel Services may provide links to other web sites
or resources. Because Isabel has no control over such sites and
resources, you acknowledge and agree that Isabel is not responsible
for the availability of such external sites or resources, and does
not endorse and is not responsible or liable for any content, advertising,
products or other materials on or available from such sites or resources.
You further acknowledge and agree that Isabel shall not be responsible
or liable, directly or indirectly, for any damage or loss caused
or alleged to be caused by or in connection with use of or reliance
on any such content, goods or services available on or through any
such site or resource.
DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE ISABEL SERVICES IS AT YOUR SOLE RISK. THE ISABEL SERVICES
ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS. ISABEL AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES,
AGENTS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
ISABEL AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS
AND LICENSORS MAKE NO WARRANTY THAT (i) THE ISABEL SERVICES WILL
MEET YOUR REQUIREMENTS; (ii) THE ISABEL SERVICES WILL BE UNINTERRUPTED,
TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF THE ISABEL SERVICES WILL BE ACCURATE OR RELIABLE;
(iv) THE INFORMATION OBTAINED BY YOU THROUGH THE ISABEL SERVICES
WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE ISABEL SERVICES
WILL BE CORRECTED.
MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
ISABEL SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND
YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM
OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
FROM ISABEL OR THROUGH OR FROM THE ISABEL SERVICES SHALL CREATE
ANY WARRANTY NOT EXPRESSLY STATED IN THE THESE TERMS OF ISABEL SERVICES.
LIMITATION OF LIABILITY.
ISABEL AND ITS SUBSIDIARIES, AFFILIATES,
OFFICERS, EMPLOYEES, AGENTS AND LICENSORS SHALL NOT BE LIABLE TO
YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES
(EVEN IF ISABEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE ISABEL SERVICES;
(ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM
ANY DATA OR INFORMATION OBTAINED THROUGH OR FROM THE ISABEL SERVICES;
(iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS
OR DATA; OR (iv) ANY OTHER MATTER RELATING TO THE ISABEL SERVICES.
LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL ISABEL OR ITS
SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND LICENSORS
BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING
DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND
ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET
FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT
FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES,
LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES
OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF
GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS
OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.
YOU ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITS ON OUR LIABILITY
CONTAINED IN THESE TERMS OF ISABEL SERVICES ARE FAIR AND REASONABLE,
BASED IN PART ON THE AMOUNT OF YOUR SUBSCRIPTION FEE, AND ISABEL'S
RELIANCE ON THIRD PARTY SOURCES OF INFORMATION IN CONNECTION WITH
THE PROVISION OF THE ISABEL SERVICES.
herein is intended to disclaim Isabel's liability to third parties
(e.g., parties other than you and your affiliates, officers, agents
and employees) for property damage, injury or death under circumstances
where Isabel would otherwise be responsible for same. In such circumstances,
liability shall be determined by operation of law.
Isabel may terminate your account and access to the
Isabel Services in the event that (a) you breach or violate these
Terms of Isabel Services and you fail to cure such breach within
10 days following written notice from Isabel, (b) you engage in
any fraudulent or illegal activities in connection with your use
of and/or access to the Isabel Services, or (c) you fail to timely
pay any fees owed by you in connection with the Isabel Services.
Termination of your Isabel account includes: removal of access to
all offerings within the Isabel Services; deletion of your password
and all related information, files and content associated with or
inside your account (or any part thereof); and barring of further
use of the Isabel Services.
Access to Isabel Records.
For subscribers accessing the Isabel Services
from the United States, if Section 1861(v)(1)(l) of the Social Security
Act applies to this Agreement, Isabel agrees that, until the expiration
of four (4) years after the furnishing of the Isabel Services pursuant
to this Agreement, it will make available, upon written request
of the Secretary of Health and Human Services or the Comptroller
General of the United States or any of their duly authorized representatives,
copies of these Terms of Isabel Services and any books, documents,
records and other data of Isabel that are necessary to verify the
nature and extent of the costs incurred by you in acquiring such
Registration Data and certain other information about you or submitted
You understand that through your use of the Isabel Services you
of such information, including the transfer of such information
to the United States and/or other countries for storage, processing
and use by Isabel and its affiliates.
Governing Law; Dispute Resolution. If your use of the Isabel Services
originates from the United States or Canada: These Terms of Isabel
Services shall be governed by the laws of the State of New York.
Any claim or controversy that has not been resolved by the parties
following reasonable attempts to resolve same through their respective
senior managers shall be submitted to the office of the American
Arbitration Association ("AAA") located in New York, NY
for binding arbitration in accordance with the AAA's Commercial
Arbitration Rules then in effect, as amended by these Terms of Isabel
Services. The law applicable to the arbitration, including the administration
and enforcement thereof, is the Federal Arbitration Act, 9 U.S.C.
§§ 1-16, as amended from time to time. The cost of the
arbitration, including the fees and expenses of the arbitrator(s),
will be shared equally by the parties, with each party paying its
own attorneys' fees. The arbitrator(s) will not have the authority
to award any damages not available under these Terms of Isabel Services.
The arbitration award (the "Award") will be presented
to the parties in writing, and upon the request of either party,
will include findings of fact and conclusions of law. The Award
may be confirmed and enforced in any court of competent jurisdiction.
Any post-Award proceedings will be governed by the Federal Arbitration
Act. Notwithstanding the foregoing, either party may, without inconsistency
with the foregoing arbitration provision, apply to any State or
Federal court located in New York, NY and having jurisdiction hereof
and seek interim provisional, injunctive or other equitable relief
until the Award is rendered or the controversy is otherwise resolved,
and in connection with any such proceeding, each party expressly
waives its right to a jury trial.
your use of the Isabel Services originates from outside the United
States or Canada: These terms and conditions of Isabel Services
shall be governed and interpreted in accordance with English law
and you and Isabel submit to the exclusive jurisdiction of the English
Courts in order to resolve any dispute or claim arising out of these
Terms of Isabel Services, except that Isabel reserves the right
to bring proceedings relating to such dispute or claim against you
in your home jurisdiction.
These Terms of Isabel Services constitute the entire
agreement between the parties with respect to the subject matter
hereof and supersede and replace all prior or contemporaneous understandings
or agreements, written or oral, regarding such subject matter. Any
waiver of any provision of the Terms of Isabel Services will be
effective only if in writing and signed by Isabel. If any part of
these Terms of Isabel Services Agreement shall be determined to
be invalid, illegal or unenforceable by any valid act of any legislature
or by any regulation duly promulgated, or declared null and void
by any court of competent jurisdiction, then such part shall be
reformed, if possible, to conform to the law and, and in any event,
the remaining parts of these Terms of Isabel Services shall be fully
effective and operative insofar as reasonably possible.