SMART Imagebase Commercial and Educational Usage Agreement
BY ACCESSING WORKS AVAILABLE ON THE SMART IMAGEBASE WEBSITE AT WWW.SMARTIMAGEBASE.COM, INCLUDING COPYRIGHTED MEDICAL ILLUSTRATIONS, POSTERS, ANIMATIONS, PHOTOGRAPHS, INTERACTIVE PROJECTS, VIDEO, AUDIO, CHARTS, GRAPHS, TEXT AND OTHER CONTENT (COLLECTIVELY, THE "IMAGES") YOU ACCEPT THE FOLLOWING AGREEMENT.
Each of the Images is protected by United States and international intellectual property laws, and no Image or portion of any Image may be reproduced, distributed, displayed or modified except as permitted in this Agreement.
Grant of License
In consideration for an annual license fee, as described more fully below, Nucleus Medical Media, Inc. ("Nucleus") hereby grants to you a one-year, non-exclusive, non-transferable license to display the Images as set forth below:
Educators, students, public libraries and hospitals that subscribe to SMART Imagebase through EBSCO Publishing ("Academic Users") may display the Images for classroom teaching and learning purposes; display the Images for academic purposes, such as seminars and lectures; and display the Images on an academic internet or intranet web site that is:
- not accessible by the public, being protected by username and password, and
- not able to be indexed by major search engines such as Google.
Restrictions on Use
You may use the Images only as expressly set forth above and you may not, among other things, remove any copyright notices, legal notices, electronic safeguards or other items from the Images; sell, license or sublicense any Images, in either hard copy or electronic form, for any purpose whatsoever; store or archive any of the Images as a collection in an offline or online database for any purpose whatsoever; use any Image in connection with any product or service not listed above; use any of the Images in a pornographic, obscene, defamatory, vulgar, hateful, harassing, threatening or illegal manner.
Upon your acceptance of this Agreement and on each one-year anniversary thereafter for so long as you continue to use any of the Images pursuant to the terms of this Agreement, you shall pay to Nucleus a fee for use of the Images equal to Nucleus' then-current SMART Imagebase license fee for Academic Users.
Ownership of Intellectual Property Rights
You understand and agree that any and all intellectual property rights associated with each of the Images and any other data included on the SMART Imagebase website-including without limitation, any inventive concepts, know-how, publicity rights, trademarks, trade-dress, trade secrets, copyrights and patents ("Intellectual Property")-are the sole and exclusive property of Nucleus, and except as otherwise expressly authorized by this Agreement, you may not reproduce, distribute, display or modify any of the Images without Nucleus' prior written permission. Except as provided herein, Nucleus does not grant to you any express or implied rights to Nucleus' or any third party's Intellectual Property. You agree that you will not, directly or indirectly, challenge Nucleus' ownership of any of the Images or any Intellectual Property rights related thereto. You agree to do whatever acts Nucleus may deem necessary or advisable, including the execution of any instruments, to confirm and maintain ownership by Nucleus in all Intellectual Property rights in the Images.
All Images used by you on an Internet or Intranet website (if permitted by Nucleus) shall include the following notice (or such other notice as Nucleus shall from time to time require):
Medical Illustration © 2017 Nucleus Medical Media, Inc.
The phrase "Medical Illustration" in the notice set forth in the preceding sentence shall be a link to the following web site address: http://www.nucleusinc.com
All medical illustrations used by you in print shall include the following notice (or such other notice as Nucleus shall from time to time require):
Medical Illustration © 2017 Nucleus Medical Media, Inc., www.nucleusinc.com
The designation "2017" in the notices set forth in the preceding sentences shall in each instance be replaced by the year provided in the copyright notice accompanying the Image supplied by Nucleus (e.g., "2005, 2006.")
EACH OF THE IMAGES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED THEREIN, IS PROVIDED, "AS IS," WITH ANY AND ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NUCLEUS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, WITH RESPECT TO EACH OF THE IMAGES AND THEIR USE AND THE INFORMATION CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY AND NONINFRINGEMENT OR ANY WARRANTY THAT ANY OF THE IMAGES IS FREE OF DEFECTS.
Limitation of Liability
NUCLEUS IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO YOUR USE OF ANY OF THE IMAGES OR ANY INFORMATION CONTAINED WITHIN ANY OF THE IMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY OF THE IMAGES IS A REFUND OF THE AMOUNT PAID FOR SUCH IMAGE(S). THE FOREGOING REMEDIES UNDER THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
You agree to indemnify and hold harmless Nucleus, as well as Nucleus' officers, directors, employees, shareholders, affiliates, subsidiaries and agents, together with their successors and assigns, from any claim, damage, loss, expense, liability, obligation, action or cause of action (including reasonable attorneys' fees) that Nucleus may or might sustain, pay or suffer, by reason of any act, omission or negligence by you with respect to your use of any of the Images. In connection therewith, Nucleus reserves the right to choose legal counsel to represent itself for any purpose including investigation and/or litigation of any claim, or potential claim, made against Nucleus.
Jurisdiction and Venue
You expressly agree that the exclusive jurisdiction of any dispute with Nucleus, or in any way relating to your use of any of the Images, resides in the State of Georgia, and you further agree and expressly consent to the exercise of personal jurisdiction and venue of the federal, district and state courts of Georgia in connection with any such dispute, including any claim involving Nucleus or its affiliates, subsidiaries, employees, contractors, officers, directors, shareholders, agents, telecommunication providers or content providers.
The terms of this License Agreement are governed by the internal substantive laws of the state of Georgia without regard to conflicts of laws. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this License Agreement. For questions, comments, or other business related to this agreement, please contact us at:
Nucleus Medical Media
1275 Shiloh Road
United States of America
This Agreement constitutes the entire understanding and Agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements or understandings between the parties with respect to the subject matter hereof.