CineMed Terms and Conditions

This Licensing and Services Agreement and Terms of Service (“Agreement”) governs your use of our website, Services, Videos and applications made available via our website described below, or otherwise, in any other form or medium. All Services, Videos, and Licensed Material described below are owned, licensed by and/or made available to you by Cine-Med, Inc., a Connecticut Corporation, with offices at 127 Main Street North, Woodbury, CT 06798, as the holder of the copyright and/or exclusive distribution rights to Cine-Med’s AORN Online Videos, which comprise instructional videos, accompanying study guides, and non-accredited post-tests, identified herein as “Videos” (“Cine-Med” or “We” or “Party”). As a condition of accessing this website, our Services (defined below), the Videos and the Licensed Material (defined below), you, the user or customer acquiring access to the Videos, Services and other Licensed Material described herein in this Agreement, and as named on the Customer Acknowledgement Form, or as otherwise identified when accessing our Services, Licensed Material and Videos (“Customer” or “Client” or “Subscriber” or “You” or “Party”), hereby agree to all the terms of this Agreement which govern your access to such Services, Licensed Material, and Videos.

By digitally accepting this Agreement and/or accessing our Videos, Services and Licensed Material through our website located at (https://cine-med.com/aornonline/) (the “website”) or otherwise, you hereby agree to be bound to all the terms described in this Agreement, with respect to your access to the Licensed Material, Videos and the Services, and you hereby acknowledge that you have the authority to act on behalf of and bind your organization (if you are acting on behalf of an organization or legal entity), and that you accept all the terms contained herein in the Agreement on behalf of your organization for such access to the Licensed Material, Videos and Services for the organization or any of its Users. By accessing or utilizing the Services, Videos or Licensed Material, you hereby signify to us your assent to and acceptance of this Agreement on behalf of yourself and/or your organization.

The Parties hereto agree as follows:

1. Contract Period
   1. This Agreement is effective when signed by Customer via digital signature or from the date the Customer begins accessing the Licensed Material, Videos and Services, whichever is sooner (“Effective Date”). The Initial term of this Agreement is One Year starting from the Effective Date. This Agreement may be renewed by the Customer, if they continue utilizing the Services passed the initial term, for subsequent one year periods, or as otherwise agreed with CineMed in writing. The terms of this Agreement shall apply to any purchase order issued by the Customer, and for any Services or Licensed Material access granted to the Customer, by Cine-Med, unless otherwise specified in writing.
   2. If the Customer terminates this Agreement prior to the original term or any extension thereof, any fees paid shall be non-refundable, except at the sole discretion of Cine-Med.
2. Billing and Payment
   

   Payments are due in full, in advance, on an annual basis, unless dictated otherwise by CineMed, at our sole and absolute discretion. Only after such payment of the fees described herein, will the Customer be entitled to any access to the Licensed Materials, Services or Videos. We will communicate any alternate payment terms to the Customer in writing prior to the initiation of any Services, and such communication may include notices on our website, including any pages which list our Services and prices.The Customer must have an active payment method on file. Services will be terminated if payments are not received within the payment period defined herein, after the Customer is served with seven days’ written notice via email or fax, without any liability or responsibility for Cine-Med for any loss of Customer data or intellectual property. The Customer must pay the full annual subscription fee described in this Agreement and any Appendixes, which is due from the Customer in order to access the Services and Licensed Material. The Customer may pay Cine-Med by credit card, e-check, check or any other payment method deemed acceptable by Cine-Med in writing. All payments made under this Agreement are non-refundable. If any purchase order is issued by the Customer with alternative payment terms, and such purchase order is approved by Cine-Med in writing, the terms of Customer access to any Services or Licensed Material, will still be governed by this Agreement.

3. Representations and Warranties
   
   1. General
      Each Party represents and warrants that it has the right and authority to enter into this Agreement, and that entering into this Agreement will not violate, conflict with or cause a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien or encumbrance to which a party or any of its property is or may become subject or bound.
   2. Compliance with the Laws
      Each Party represents and warrants that no consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery, and performance of this Agreement. Each Party shall, at its own expense, comply with all laws, regulations and other legal requirements that apply to it and this Agreement, including copyright, privacy, intellectual property and data protection laws.
   3. The Customer and its Users are solely responsible for their account, and access to the Services, including the confidentiality of any account access details such as usernames and passwords. Cine-Med will not be responsible for any loss or liability arising from compromised Customer account access details.
4. Limitation of Liability; Disclaimers
   
   1. UNDER NO CIRCUMSTANCES WILL CINE-MED OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR PROVIDING THE SERVICES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS, OR DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO CINE-MED’ RECORDS, PROGRAMS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF ANY BREACH BY CINE-MED OF THIS AGREEMENT, CINE-MED’ LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNT PAID TO CINE-MED BY CUSTOMER DURING THE PREVIOUS ONE YEAR.
   2. Content of Services and Licensed Material
      The Customer acknowledges and agrees that all Licensed Material and Services are provided “as is”. The Customer accepts the Licensed Material and Services “as is”, and takes the sole responsibility for verifying, relying on and utilizing any information, advice, educational materials or content contained therein (“Educational Content”). Cine-Med is not liable for any information contained in the Educational Content, and the Customer agrees to defend, indemnify and hold harmless Cine-Med against any claims, liability, costs or damages incurred by Cine-Med, which arise from the Customer’s use and reliance on, or any of its employee’s or authorized end users’ (who are permitted access under this Agreement) (“Users”) use and reliance on the Educational Content, including any claims for personal injury, medical malpractice, or any other tort or civil cause of action. Cine-Med’s sole responsibility with respect to the Educational Content, is to ensure that such Educational Content is provided by qualified and licensed professionals, who have the requisite skills and knowledge (by way of licensing and/or academic credentials) to provide the Educational Content. The Customer agrees that it, and any of its Users will not hold Cine-Med liable for any information contained in the Educational Content or their reliance on the Educational Content in the course of their work or practice.
   3. TO THE FULL EXTENT PERMISSIBLE BY LAW, CINE-MED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CINE-MED DOES NOT WARRANT THAT THE LICENSED MATERIAL OR SERVICES MADE AVAILABLE TO THE CUSTOMER THROUGH A WEBSITE, CINE-MED’S SERVERS, PHYSICAL TRANSMISSION OF ANY LICENSED MATERIAL, OR ELECTRONIC COMMUNICATIONS SENT FROM CINE-MED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
5. Confidential Information
   
   1. Definition
      For purposes of this Agreement “Confidential Information” shall mean information including, without limitation, all Customer or Cine-Med data, Videos, content, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies, the terms of this Agreement, the pricing offered to the Customer, and information marked “Confidential”, or if disclosed verbally, is identified as confidential at the time of disclosure. In addition to the foregoing, Confidential Information shall include third party software, if any, that may be provided to Customer under this Agreement, Confidential Information excludes information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; (iii) the receiving Party is legally compelled to disclose.
   2. Nondisclosure
      During this the term of this Agreement and for a period of 2 years thereafter, each Party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information, but in no event using less than reasonable care, and to use such Confidential Information only as permitted under this Agreement; Each Party agrees to only disclose the other Party’s Confidential Information to its employees: (a) with a need to know to further permitted uses of such information; and (b) who are informed of the nondisclosure/ non-use obligations imposed by this Section 5.
   3. Injunctive Relief
      In the event of an actual or threatened breach of the above confidentiality provisions, the non-breaching Party will have no adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
6. Licenses and Intellectual Property
   
   1. Cine-Med hereby grants to customer a nonexclusive, non-assignable, limited, nontransferable license during the term of this Agreement to use, in object code form, all software, content, images, sound, moving pictures, information, Videos, multimedia content, and related documentation provided by Cine-Med, such as the Videos to be accessed via Cine-Med’s Learning Management System (referred to as “LMS”), as well as all content, videos, information, learning materials and expertise provided therein (“Licensed Material”), which may be furnished to Customer under this Agreement, for use by the Customer as part of any services provided to the Customer by way of the Licensed Material, or data, software or information contained therein (the “Services”, as further defined below). Customer agrees to refrain from taking any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent to the Licensed Material. All Licensed Material furnished to Customer under this Agreement shall be used by Customer only for Customer’s internal business purposes, and it shall not be reproduced or copied in whole or in part.
   2. All trademarks, copyrights, service marks, ideas, content, know-how, designs, data, software, source code, information and intellectual property of any kind accessed by the Customer via the Services or Licensed Material, (“Cine-Med Intellectual Property”) is the sole and exclusive property of Cine-Med, and any third parties who have contracted with Cine-Med to contribute or provide any component or data included in the Cine-Med Intellectual Property. The Customer has no right to utilize, use, or claim ownership of any part of the Cine-Med Intellectual Property except to the extent permitted under this Agreement.
   3. Only the Customer and its employees employed directly by the Customer and within its hospital network (as defined below), are permitted to utilize, access and view the Licensed Material and Services under the license provided for by this Agreement, for the duration of this Agreement. The Customer will be strictly liable to Cine-Med for all royalties, damages, costs or expenses incurred or arising from any unauthorized access to the Licensed Material or Services which are provided for access to the Customer, or for any violation of the terms of the Agreement and the license granted herein. Such costs and expenses include reasonable attorney fees and legal costs.
7. Services and Pricing
   
   1. The specific Services include, but are not limited to:
      • Access to the Licensed Material pursuant to the license described in this Agreement, for the duration of this Agreement, for the Customer’s account and all authorized Users who access the Customer’s account. The Customer’s account with Cine-Med permits Users employed with the Customer and/or the Customer’s business/legal entity, as specified during the Customer’s sign up process, or as otherwise identified by the Customer in a form accepted by Cine-Med, to utilize and access the Services. Cine-Med, in their sole discretion, may require the Customer to specify in writing the specific Users who have access to the Customer’s account and the Services on behalf of the Customer. Such access will be for training purposes and will include access to the Videos. At the time of the activation of the Services, each license to utilize the Licensed Material is designated to a single facility address listed under the Customer’s account, and the Customer’s Users employed at that specific facility address are permitted to access the Licensed Material under an individual license granted hereunder.
      • The Services and specific Licensed Material available as part of the Services are also defined more specifically on the website, or as otherwise communicated to the Customer by Cine-Med in writing
   2. Pricing
      The pricing of the Services and access to Cine-Med Licensed Material shall be communicated in writing prior to the execution of this Agreement, or shall be made available via Cine-Med’s website, or via any applicable purchase order accepted by Cine-Med in writing, and any such pricing will be binding on the Customer. Any changes to the prices of Service described herein will be subject to the mutual agreement of the Parties.
   3. Updates
      Cine-Med may update the Videos, Licensed Material or Services, from time to time, at their sole and absolute discretion, and any updates will be made automatically available to the Customer during the period of this Agreement.
8. Termination
   
   1. If a Party fails to perform or observe any material term or condition of this Agreement, or otherwise breaches this Agreement, and the failure or breach continues unremedied for seven (7) days after receipt of written notice from the non-breaching Party, (1) the non-breaching Party may terminate this agreement immediately, or (2) where the failure is a nonpayment by Client of any charge when due, Cine-Med, may, at its option, terminate or suspend Services with or without any notice. Any termination or suspension by Cine-Med hereunder, will be without any liability for Cine-Med, for any loss of Customer data, or any other liability whatsoever, which results from such termination.
   2. This Agreement may be terminated immediately upon notice by either Party if the other Party becomes insolvent or involved in a liquidation or termination of business, files a bankruptcy petition, has an involuntary bankruptcy petition filed against them (if not dismissed within thirty days of filing), becomes adjudicated bankrupt, or becomes involved in an assignment for the benefit of their creditors.
   3. Customer shall be responsible for payment of all charges due and payable incurred up until the effective date of termination.
9. Miscellaneous
   
   1. This Agreement, including any appendixes and attachments hereto that are incorporated herein, constitutes the entire agreement between the parties and shall be binding on the parties when accepted by Customer. No modification, termination or waiver of any provisions of this Agreement shall be binding upon a Party unless in writing signed by an authorized officer of the relevant Party.
   2. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the parties, nor shall either Party have the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.
   3. This Agreement may not be assigned, sublicensed or transferred, in whole or in part, by Customer without the prior written consent of Cine-Med. Any attempted assignment, subletting or transfer shall be void.
   4. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
   5. No delay or failure of Cine-Med or Customer in exercising any right herein and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights herein. Any waiver by Cine-Med or Customer of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach.
   6. In the event that either Party is unable to perform any of its obligations under this Agreement because of natural disaster, terrorism, fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of god, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, actions or decrees of governmental bodies or communication line failure not the fault of the affected Party or other causes beyond such Party’s reasonable control (a “Force Majeure Event”), the Party who has been so affected shall immediately give notice to the other Party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds seven (7) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may by giving written notice immediately, terminate this Agreement as provided in Section 8.
   7. This Agreement shall be governed by the laws of the state of Connecticut without regard to its conflict of law provisions. The Customer agrees to first contact Cine-Med at support@Cine-Med.com regarding any claim arising out of or relating to this Agreement. The Customer and Cine-Med agree to submit to the personal and exclusive jurisdiction of the State courts located in the State of Connecticut, for the resolution of any disputes relating to this Agreement. The Customer agrees that Cine-Med may recover reasonable attorneys’ fees from them if Cine-Med prevails in an action for injunctive relief against the Customer.
   8. Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall deemed to be delivered if transmitted via Email at the Email addresses listed below Addresses and Email addresses for such notices shall be:
      
      If to Cine-Med:
      
      Ian McGovern
      127 Main Street North
      Woodbury, CT 06798
      
      support@cine-med.net
      
      The Customer will provide their contact information if requested by CineMed.
      
      Terms Last Updated on (4/21/23)