PLEASE READ THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE BY CLICKING THE “I ACCEPT “ BUTTON AT THE BOTTOM OF THIS WEB PAGE. ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU ARE BOUND BY THE TERMS OF THIS AGREEMENT AND ANY AMENDMENTS THERETO AFTER THIS DATE.
This Agreement is between you, the subscriber (“Subscriber”) and Infection Control University, LLC (“ICU”). ICU agrees to provide Subscriber with access to those portions of its website restricted only to those persons who have assented to the terms of this Agreement (“Subscribers”).
(a) “ICU Website” means the Website located at the URL https://infectioncontroluniversity.com and https://infectioncontroluniversity.com/login.aspxand includes the entirety of both the ICU Subscription Site and ICU Public Website.
(b) “ICU Subscription Website” means that portion of the ICU Website which is restricted to the use of its Subscribers.
(c) “ICU Public Website” means that portion of the ICU Website which is available for use by any person, or any Subscriber, which accesses it.
(d) “Acceptance” means that the Subscriber has accepted the terms of this Agreement and has manifested said acceptance by clicking on the “I Accept” button at the bottom of this Agreement.
(e) “Subscribers” means those persons or entities who have assented to the terms of this Agreement, or an equivalent past agreement, whereby they have been granted access to the ICU Subscription Website.
(f) “User” means an employee or independent contractor of Subscriber who will have access to the ICU Subscription Website under this Agreement.
(g) “User Name” means the name by which a User will provide, along with the Password, to ICU which allows him/her to gain access to the ICU Subscription Website.
(h) “Password” means the password by which a User will provide, along with the User Name, to ICU which allows him/her to gain access to the ICU Subscription Website.
(i) “Information Entry Page” means the Web page that will be downloaded to Subscriber’s computer after Subscriber accepts this Agreement.
2. ICU’s Duties.
(a) ICU is an online education and certification service. ICU’s programming and certification services are distributed by the Internet and are available to Subscribers of the ICU Subscription Website. ICU also makes information available to the general public through the ICU Public Website.
(b) ICU shall not disclose to third parties any personal information which Subscribers forward to ICU through the Information Entry Page. The information which the Subscriber forwards to ICU through the use of the Information Entry Page shall be used by ICU solely for the purposes of billing; providing certification; advertising; for notifying Subscriber of any changes to this Agreement or the ICU Subscription Website; or any other purpose which ICU deems necessary to carry out its duties under this Agreement.
(c) ICU shall provide its Subscribers on the ICU Subscription Website with an educational product containing instructional videos and other programming, testing, and certification.
(d) If Subscriber determines that another party has gained access to Subscriber’s Password and User Name, or determines that another has wrongfully accessed the ICU Subscriber Website using Subscriber’s Password and User Name, then, upon notification thereof to ICU, ICU shall issue a new User Name and Password to Subscriber and shall delete the old User Name and Password account. Subscriber is responsible for activity occurring under Subscriber’s account.
(e) ICU shall notify Subscriber by posting or email of scheduled maintenance or upgrade work which may make the ICU Subscription Website unavailable for periods of time greater than two hours. ICU does not warrant that the ICU Subscription Website will be available to Subscriber on a continual 24-hour basis.
3. Subscriber’s Duties.
(a) Subscriber agrees to facilitate the introduction of ICU to potential subscribers of the ICU Subscription Website within 30 days.
(b) Subscriber shall enter and forward to ICU truthful and factually accurate information on the Information Entry Page.
(c) Subscriber recognizes that the entire content of the ICU Website is ICU’s copyrighted and trademarked intellectual property. Subscriber shall not copy or distribute any copyrighted or trademarked material presented on the ICU Website.
(d) Except as expressly set forth in this Agreement, no rights to the ICU Website or any of its content are granted to Subscriber, all such rights being reserved to ICU.
(e) Subscriber shall not, without ICU’s express prior written consent (1) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the ICU Website in any way; (2) modify or make derivative works based upon the ICU Website; (3) create Internet “links” to the ICU Website or “frame” or “mirror” any of the ICU Website content on any other server or wireless or Internet-based device; or (4) reverse engineer or access the ICU Website in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions, or graphics as the ICU Website, or (iii) copy any ideas, features, functions or graphics of the ICU Website.
4. Length of Agreement. The initial term of this Agreement is one year. Thereafter, the term will automatically renew on a month-to-month basis, until ICU or Subscriber elects not to renew the term. ICU may terminate this Agreement should Subscriber violate any term of this Agreement. In addition, ICU may terminate this Agreement for convenience on 30 days’ notice to Subscriber.
5. Information Entry Page. Subscriber will be prompted to enter the following information on the Information Entry Page after indicating Acceptance to this Agreement. The Information Entry Page will request the following information:
Subscriber’s first and last names; Subscriber’s mailing address; Subscriber’s telephone number; Subscriber’s desired Password and User Name.
The Information Entry Page may also ask Subscriber to enter voluntary information.
6. Indemnification. Subscriber shall indemnify ICU and its affiliates, officers, directors, employees, and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with any breaches of Subscriber’s presentations, warranties, and covenants contained in this Agreement.
7. Disclaimers. The services provided by ICU are provided “AS IS”, without warranty of any kind to Subscriber or any third party, including, but not limited to, any and all implied warranties, including, but not limited to, implied warranties of (a) merchantability, (b) fitness for particular purpose, (c) effort to achieve purpose, (d) quality, (e) accuracy, (f) non-infringement, (g) title, (h) marketability, (i) profitability, (j) suitability, and (k) any type arising from course of performance, course of dealing, or usage of trade. Subscriber agrees that any efforts by ICU to modify its goods or services will not be deemed a waiver of these limitations, and that any ICU warranties will not be deemed to have failed of their essential purpose. Subscriber further agrees that ICU will not be responsible to Subscriber or any third party for any loss of profits, loss of use, interruption of business, or any indirect, incidental, or consequential damages of any kind under this Agreement or otherwise, even if ICU was advised to the possibility of such damages. In no event will ICU’s aggregate liability under this Agreement or ICU’s performance hereunder exceed the amounts paid by Subscriber in the 12-month period immediately preceding the event giving rise to such claim. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Subscriber. In such jurisdictions, ICU’s liability is limited to the greatest extent permitted by law.
8. Choice of Law; Binding Arbitration; Venue.
(a) Subscriber and ICU agree that any dispute, claim, or controversy arising out of or relating in any way to this Agreement or the parties’ performance hereunder will be determined by mandatory binding arbitration. Subscriber agrees that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision and that Subscriber and ICU are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision will survive the termination of this Agreement. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), as modified by this Agreement, and as administered by the AAA. Subscriber and ICU agree that this Agreement involves interstate commerce and is subject to the Federal Arbitration Act.
(b) Subscriber and ICU agree that (i) any claims seeking to enforce, protect, or determine the validity or ownership of any intellectual rights, and (ii) any claims related to allegations of theft, piracy, or unauthorized use of the ICU Website are not subject to mandatory arbitration. Instead, Subscriber and ICU agree that these claims (including but not limited to claims for injunctive or equitable relief) will be exclusively decided by courts of competent jurisdiction in the state courts in the County of St. Louis, Missouri, USA and the federal courts in St. Louis City, Missouri, USA, and that applicable Missouri and/or Federal law will govern, without regard to choice of law principles.
(c) Subscriber and ICU agree that each may bring claims against the other only in Subscriber’s or ICU’s individual capacity, and not as a class member or in any representative capacity or proceeding. Further, no arbitrator may consolidate any other person’s claims with Subscriber’s or ICU’s claims, and no arbitrator may otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then this entire section, except for section 9(b), will be null and void. In such case, all claims must be exclusively decided by courts of competent jurisdiction in the state courts in the County of St. Louis, Missouri, USA and the federal courts in St. Louis City, Missouri, USA, and applicable Missouri and/or Federal law will govern, without regard to choice of law principles. In no event may the arbitrator award declaratory or injunctive relief.
(d) Any arbitration must be commenced by filing a demand for arbitration with the AAA within one year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there will be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
9. General. This Agreement supersedes any prior subscriber agreement between Subscriber and ICU relating to use of the ICU Website and such matters. If any provisions of this Agreement are held to be invalid by any law, rule, order or regulation of any government or by the final determination of any state or federal court, such invalidity shall not affect the enforceability of any other provision of this Agreement. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
10. Knowing Consent and Authority to Consent. The parties knowingly and expressly consent to the foregoing terms and conditions. Each party is authorized to enter into this Agreement on behalf of its respective party.