1. INTRODUCTION

This User Agreement governs your relationship with MedLearn Media, Inc., including its sub- brands of MedLearn Publishing, RACmonitor, ICD10monitor, and any of its authorized business partners (MedLearn) and protects the proprietary products and content offered on this website (MedLearn Services). It describes the terms and conditions applicable to your use of these products and services. All users of MedLearn Services must accept these terms and conditions as a condition to use of the website’s services.

2. ACCEPTANCE OF TERMS

Your use of any of the products and services on the website constitutes acceptance of the terms and conditions of this User Agreement. If you have any questions about this User Agreement, please email us at portal@medlearnmedia.com. All authorized end users (Users) must indicate their acceptance of the terms of this User Agreement by checking the box labeled “I Accept the Terms of this User Agreement” at the bottom of the User Agreement Acceptance Page and clicking the “Continue” button.

2.1 Subscriptions

  1. In accordance with the fees and payment terms within the sales order, MedLearn Media will grant to each User a non-exclusive, non-transferable, limited right to access and use the MedLearn Services.
  2. User’s right to use the MedLearn Media Services is subject to the following:
    1. MedLearn Media may change, suspend, or discontinue any aspect of the MedLearn Media Services at any time, including the availability of any feature or content, in which event MedLearn Media shall use reasonable efforts to notify User prior to such change, suspension or discontinuance. In the event MedLearn Media makes any material changes preventing User from obtaining the intended benefits or discontinues the MedLearn Services, User shall not be responsible for fees for that period which the MedLearn Services are no longer useful.
    2. MedLearn Media may impose limits on, or restrict access to, any feature of the MedLearn Media Services, without liability or prior notice, if MedLearn reasonably believes that User has engaged in any conduct or activity that violates applicable law or any provision of this Agreement.

2.2 Use of MedLearn Media Services

3. PRICES AND PAYMENT TERMS

3.1 Initial Term 

The initial term (“Initial Term”) of this User Agreement shall commence on the Effective Date and continue, in full force and effect, for a period of one (1) year.

3.2 Renewal Term 

This User Agreement shall automatically renew for consecutive one (1) year terms (each a “Renewal Term”) unless either party notifies the other party, no later than sixty (60) days prior to the end of the then-current term, of its intent not to renew this User Agreement, in which case this User Agreement shall expire at the end of the then-current term. Upon each renewal date, the fees due by Client shall be the same fees charged in the prior year, and/or the current retail price. If the current retail price is higher than the prior year rate, the Client will be notified of the change 60 days prior to the renewal term.

3.3 Payment Terms 

The Subscription Fee shall be paid in accordance with the current list price. Payment and invoice terms are agreed to be paid within (30) days of invoice for continued use of the website.

3.4 Invoicing 

Invoicing for renewals will be done in the same format as the original method of payment. Each User can provide us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably accepted to MedLearn. If you provide credit card information to MedLearn, you authorize MedLearn to charge such credit card for all Purchased Services listed in the order form for the initial subscription term and renewal subscription term(s) as stated in section 3 of this User Agreement. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable order form. If the order form specifies that payment will be by a method other than a credit card, we will invoice you in advance and otherwise in accordance with the relevant order form. Unless otherwise stated in the order form, invoice charges are due next 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to MedLearn and notifying us of any changes to such information.

4. TERMS/TERMINATION

4.1 Subscription Terms 

MedLearn Media, Inc. and its sub-brands, MedLearn Publishing, RACmonitor, and ICD10monitor offer a range of subscription plans to their web-based platforms and annual based subscription products and offerings. As an express condition of your use of and access to the subscription plans, you agree to pay all fees applicable to your subscription plan, in accordance with the term associated within the User Agreement. Each subscription plan automatically renews for consecutive one (1) year terms unless either party notifies the other party, no later than sixty (60) days prior to the end of the then current term, of its intent not to renew, in which case the subscription plan will expire at the end of the then-current term.

4.2 Termination 

This User Agreement can be terminated prior to the end of the then-current term for any of the following reasons: (a) by MedLearn if MedLearn does not receive payment of Subscription Fees within 30 days of the invoice date or (b) by either party, upon written notice to the other party, if the other party materially breaches any provision of this User Agreement and the breaching party fails to remedy that breach, to the reasonable satisfaction of the other party, within sixty (60) days after written notice is provided under this Section 8.

4.3 Effects of Termination 

Upon termination, all obligations under this User Agreement shall survive with respect to any events which occur, or any payment obligations which accrued and became due and owing, prior to the effective date of any termination of this User Agreement. MedLearn will provide the Client the right to access and use the MedLearn Services listed for a period of one (1) month from the effective date of the termination.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Intellectual Property Rights 

MedLearn Media, Inc. and any of its Authorized Business Partners owns all right, title and interest in all (a) tangible and intangible rights associated with works of authorship, including without limitation copyrights and mask works, (b) trademark and trade name and logo rights, (c) trade secret rights, (d) patents, (e) designs, (f) algorithms, (g) registration, application, renewal, extension and continuation rights, (h) HTML files, Java files, graphics files, animation files and data files, scripts and programs, both in object code and source code form and all documentation related thereto and (i) website content (collectively, “Intellectual Property Rights”), which are included in or made available on and/or used in the MedLearn system website. You agree to maintain the confidentiality of such Intellectual Property Rights and not to disclose them to third parties and that you will use the foregoing Intellectual Property Rights only for your own private purposes in utilizing the products and services provided by MedLearn Media, Inc. and any of its Authorized Business Partners and not for any commercial purpose without MedLearn Media, Inc., and any of its Authorized Business Partners prior written consent.

MedLearn Services contain proprietary materials and/or Content of MedLearn that is protected by copyright and other laws respecting proprietary rights. The MedLearn Services contain proprietary materials and/or Content of MedLearn that is protected by copyright and other laws respecting proprietary rights. The MedLearn Services also may contain similarly protected proprietary material from Suppliers. Use of the Proprietary Content which is part of the MedLearn Services is subject to all terms and conditions in this User Agreement. MedLearn and the Suppliers retain all their respective rights in the MedLearn Services and Proprietary Content, including all copyright and other proprietary rights worldwide in all media.

CPT Copyright 2018 American Medical Association. All rights reserved. Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The AMA does not directly or indirectly practice medicine or dispense medical services. The AMA assumes no liability for data contained or not contained herein. CPT is a registered trademark of the American Medical Association. This product includes CPT which is commercial technical data and/or computer databases and/or commercial computer software and/or commercial computer software documentation, as applicable, which was developed exclusively at private expense by the American Medical Association, 515 North State Street, Chicago, Illinois, 60654. U.S. government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer databases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable, for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (December 2007) and/or subject to the restricted rights provisions of FAR 52.227-14 (December 2007) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.

6. CONFIDENTIALITY

We promise to maintain the privacy and confidentiality of any information you provide to us. You agree to permit us to use such information to process your account and to provide the services to you that we provide to our subscribers. We will maintain a database of our subscribers, which will include your name and the information you supplied us. Your information will not be made generally available to the public or to our other subscribers.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT. OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you. MedLearn’s system is provided “as is” without any liability to MedLearn Media, Inc. and any of its Authorized Business Partners or the American Medical Association (AMA), including, without limitation, no liability for consequential or special damages or lost profits for sequence, accuracy or completeness of data, or that it will meet end user’s requirements. The sole responsibility of MedLearn Media Inc. and any of its Authorized Business Partners and the American Medical Association is to use reasonable efforts to correct defects in the system.

8. WARRANTY

WE AND OUR SUPPLIERS PROVIDE THE MEDLEARN WEBSITE AND OUR PRODUCTS AND SERVICES AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from state to state.

9. CONTACT INFORMATION AND NOTICES

Except as explicitly stated otherwise, any notices shall be given by email to portal@medlearnmedia.com and the email address you provide to MedLearn Media Inc., and any of its Authorized Business Partners during the registration process (in your case), or such other address as the party shall specify by email or in writing. Notice shall be deemed given 24 hours after email is sent unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to MedLearn Media, Inc. and any of its Authorized Business Partners during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

10. MISCELLANEOUS

10.1 Amendments 

We may amend this User Agreement at any time by posting the amended terms on our site. The amended terms shall automatically be effective when they are posted on our site.

10.2 Accessibility 

We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. Moreover, we may from time to time interrupt service on our site to perform maintenance or upgrade operations and you agree that we shall be permitted to make such interruptions as necessary to perform such operations.

10.3 Content Accuracy 

While MedLearn and the Suppliers attempt to include both accurate and complete content in the MedLearn Services and to develop error-free content, occasional errors or omissions may occur in the MedLearn Services. MedLearn shall make reasonable efforts to correct these errors or omissions or cause the appropriate supplier to correct these errors or omissions. Nevertheless, neither MedLearn nor the Suppliers can make any representation regarding the accuracy or completeness of the MedLearn Services or content provided or the error-free nature of the proprietary software provided.

10.4 Headings 

Headings are for reference purposes only and in no way, define, limit, construe or describe the scope or extent of such section.

10.5 System Integrity 

You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the MedLearn Media, Inc., and any of its Authorized Business Partners site. You may not disclose to or share your password with any third parties or use your password for any unauthorized purpose.

10.6 No Agency 

You and MedLearn Media, Inc. and any of its Authorized Business Partners are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this User Agreement.

10.7 Severability 

If any provision of this User Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

10.8 Jurisdiction 

This User Agreement shall be governed in all respects by the laws of the State of Minnesota as such laws are applied to agreements entered within the State of Minnesota. Both parties submit to jurisdiction in Minnesota and further agree that any cause of action arising under this User Agreement shall be brought exclusively in a state or federal court in the State of Minnesota.

10.9 Breach 

We may terminate your subscription or bar your access to the products, services, and content of our website immediately if you breach this User Agreement or if we are unable to verify or authenticate any information you provide to us. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

10.10 Disclaimer 

The information provided through MedLearn Services is not a substitute for accounting, financial, reimbursement and other professional advice where the facts and circumstances warrant. If any User requires such professional assistance, each such User should always consult his or her own professional advisors and discuss the facts and circumstances that apply to the User.

10.11 Entire Agreement 

This User Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.