World Directory Subscription Service Terms and Conditions
These Terms and Conditions along with the Annual Subscription Agreement represent the agreement (“Agreement”) among the World Federation for Medical Education (“WFME”), the Foundation for Advancement of International Medical Education and Research (“FAIMER”), and the organization named on the Annual Subscription Agreement (“Subscriber”).
WFME and FAIMER reserve the right to change the Terms and Conditions under which this website and services (collectively, the “Services”) are extended to you. Your continued use of the Services following reasonable notice of such modifications will be conclusively deemed acceptance of any changes to these Terms and Conditions.
1. Database Access and License.
- 1.1 WFME and FAIMER will provide Subscriber with Internet access to the World Directory of Medical Schools maintained by WFME and FAIMER (the “Licensed Database”). Subject to all provisions of this Agreement, WFME and FAIMER grant Subscriber a limited term, non-exclusive, worldwide, non-transferable, royalty-free license (the “License”) to use the Licensed Database and Services, including the right to download copies of the Licensed Database by Internet File Transfer Protocol. The License includes any updates to the Licensed Database by WFME and FAIMER made during the term of the License. All rights in and to the Licensed Database not expressly granted to Subscriber in this Agreement are reserved by WFME and FAIMER.
- 1.2 The License may only be used by authorized representatives of the Subscriber. Subscriber acknowledges and agrees that WFME and FAIMER own and retain all intellectual property rights in and to the Licensed Database, including, without limitation, copyright, trademark, service mark, patent and other rights in and to the Licensed Database. There are no implied rights and all other rights not expressly granted herein are reserved. Any breach of the License by Subscriber shall be grounds for termination of the License and this Agreement. WFME and FAIMER reserve the right to suspend access to the Licensed Database by Subscriber in the event that WFME and FAIMER, in their sole discretion, determine that there has been or may have been a material breach of this License. Subscriber agrees to use the same standards of care to protect the distribution of and access to the Licensed Database as Subscriber would normally exercise in the protection of its own proprietary or confidential information.
- 1.3 Except as expressly permitted in this Agreement, Subscriber shall not, nor permit any of its authorized representatives or third party to: (a) distribute, export, copy (except for its internal use), transfer, sell, loan, lease, license, sublicense, give, disseminate, publish, assign, (whether directly or indirectly, by operation of law, or otherwise), or transmit the Licensed Database by any medium; or (b) modify, adapt, or create derivative works based upon the Licensed Database or any part thereof. Nothing in this provision shall restrict Subscriber from using the information in the Licensed Database during the term of the License to communicate with institutions listed in the database or from creating subsets or analysis of information in the Licensed Database for its own internal use. Subscriber will not use the Licensed Database or the Services for the benefit of a third party.
2. Term; Renewal and Termination.
- 2.1 The term of the License shall be one year.
- 2.2 Subject to agreement by WFME and FAIMER, Subscriber may renew the License by paying the current annual fee for subscription to the Licensed Database. This Agreement will terminate at the end of the then-expiring term if Subscriber fails to pay applicable fees for a renewal term.
- 2.3 The parties may terminate this Agreement upon mutual agreement.
- 2.4 WFME and FAIMER may terminate this Agreement and access to the Licensed Database if Subscriber or any user breaches any provision of this Agreement, and to the extent such breach can be cured, Subscriber fails to cure the breach within ten (10) calendar days after WFME and FAIMER send written notice of the breach to Subscriber.
- 2.5 Either WFME and FAIMER, on the one hand, and Subscriber, on the other hand, upon giving written notice to the other, may terminate this Agreement at any time if a party terminates or suspends its business, becomes subject to any bankruptcy or insolvency proceeding under federal or state statute, or becomes subject to direct control by a trustee or similar authority.
- 2.6 Any termination, expiration or non-renewal of this Agreement shall not relieve Subscriber of the duty to pay for any services provided prior to the effective date of termination.
- 2.7 Upon the effective date of termination of this Agreement: (a) WFME and FAIMER shall immediately cease providing access to the Licensed Database; (b) Subscriber’s license to use the Licensed Database shall cease; and (c) any and all payment obligations of Subscriber incurred in respect of periods prior to the date of termination shall immediately become due.
3. Disclaimer of Warranties and Limitation of Liability.
- 3.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (A) THE LICENSED DATABASE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, (B) NO WARRANTIES, EXPRESS OR IMPLIED, AND NO REPRESENTATIONS OR PROMISES, HAVE BEEN MADE BY WFME OR FAIMER TO SUBSCRIBER OR TO ANY OTHER PERSON OR ENTITY, (C) WFME AND FAIMER EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE LICENSED DATABASE AND ALL MODIFICATIONS OR UPDATES THERETO, REGARDLESS OF FORM, AND RELATED DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, FREEDOM FROM INTERFERENCE WITH ENJOYMENT, MERCHANTABILITY, QUALITY, ACCURACY, FITNESS OF RESULTING WORK PRODUCT, FITNESS FOR A PARTICULAR PURPOSE OR THAT THE LICENSED DATABASE WILL GENERATE CERTAIN RESULTS, AND (D) WFME AND FAIMER DO NOT WARRANT THAT THE LICENSED DATABASE OR THE SERVICES WILL CONFORM TO ANY DESCRIPTION THEREOF OR BE FREE FROM OMISSIONS, ERRORS OR DEFECTS.
- 3.2 Subscriber hereby acknowledges and agrees that except as expressly set forth in this Agreement: (a) no other representations and warranties have or will become part of this Agreement, and (b) Subscriber has not relied on any promises or other commitments other than as expressly included in this agreement, whether, in the case of (a) or (b), contained in or based on advertisements, marketing materials, product descriptions, product samples, models or demonstrations, or other materials, discussions or means.
- 3.3 WFME and FAIMER disclaim all responsibility for any loss, injury, claim, liability or damage of any kind resulting from, arising out of or in any way related to (a) any errors in or omissions from the Licensed Database, including, without limitation, any technical inaccuracies and typographical errors, (b) any third party websites or content therein directly or indirectly accessed through links in the Licensed Database, including, without limitation, any errors in or omissions therefrom, (c) the unavailability of the Licensed Database, the Services or any portion thereof, (d) Subscriber’s use of the Licensed Database or the Services, or any decision made using or informed by the same, (e) unauthorized access to the Licensed Database or the Services, or any information provided therein, or (f) Subscriber’s use of any equipment in connection with the Licensed Database or the Services.
- 3.4 In no event will WFME or FAIMER or any of their directors, officers, employees, agents or affiliates be liable to Subscriber under any contract, negligence, strict liability or other legal or equitable theory for any indirect, special, consequential or incidental damages whatsoever (including, but not limited to, damages for loss of business profits, business interruption, loss of business information and the like), arising out of or in any manner in connection with this Agreement, the subject matter hereof or Subscriber’s or any user’s or any other person’s or entity’s use of (inability to use) the Licensed Database, whether or not WFME and FAIMER have been advised of, or otherwise might have anticipated the possibility of, such damages.
- 3.5 WFME and FAIMER’s total liability under this Agreement is limited to direct damages of no more than the annual subscription fee in effect at the time in which any damage to Subscriber is first incurred. Subscriber acknowledges and agrees that the foregoing amount is not an estimate of damages and will not be admissible for any purpose in any action against WFME and FAIMER. This limitation of liability is independent of, and shall survive any failure of, any exclusive remedies otherwise provided for in this Agreement.
- 3.6 WFME and FAIMER do not warrant, and expressly disclaim any warranties, express or implied, that the Licensed Database will be accessible over the Internet or work on Subscriber’s computer hardware or in connection with any operating systems or other computer programs, regardless of whether the same were selected or recommended by WFME and FAIMER.
- 4.1 WFME and FAIMER, severally and not jointly, at their expense, agree to indemnify, defend and hold harmless Subscriber, its directors, officers, employees and agents (the “Subscriber Indemnitees”) against any and all actions, claims, demands, causes of action, costs, losses, damages, expenses (including reasonable attorney’s fees), liabilities and/or judgments of any nature (collectively, “Damages”), brought by an unrelated third party, as incurred by Subscriber Indemnitees, arising out of an allegation by such third party that the Licensed Database or the Services infringe any United States patent, trademark of copyright, provided, however, this indemnity shall not apply to any portion of such Damages which is attributable to the willful misconduct or gross negligence of any of the Subscriber Indemnitees.
- 4.2 Subscriber, at its expense, agrees to indemnify, defend and hold harmless WFME and FAIMER, their respective licensors, affiliates and its and their affiliates’ respective directors, officers, employees and agents (the “Provider Indemnitees”) against any and all actions, claims, demands, causes of action, costs, losses, damages, expenses (including reasonable attorney’s fees), liabilities and/or judgments of any nature (collectively, “Damages”), brought by an unrelated third party, as incurred by the Provider Indemnitees, arising out of or related in any respect to the Subscriber’s or its authorized representatives’ use of (or inability to use) the Licensed Database or the Services, or any breach by Subscriber of this Agreement, provided however, this indemnity shall not apply to any portion of such Damages which is attributable to the willful misconduct or gross negligence of any of the Provider Indemnitees.
- 4.3 WFME and FAIMER reserve the right to seek all remedies available at law and in equity for violations of this Agreement, including but not limited to the right to block access from a particular Internet address, user access code or password to the Licensed Database or the Services, or any portion or feature thereof.
5. General Provisions.
- 5.1 Each party represents and warrants that it has the right, power and authority to enter into this Agreement.
- 5.2 This Agreement shall be binding upon the parties and their heirs, successors and permitted assigns. Subscriber may not assign or transfer this Agreement without the express written consent of WFME and FAIMER.
- 5.3 This Agreement contains the entire understanding of the parties with respect to the subject matter contained herein and supersedes any prior oral or written communications made between the parties relating to the subject matter hereof. There are no promises, covenants or undertakings other than those expressly set forth. This Agreement shall not be amended or modified except by a written instrument duly executed by the parties.
- 5.4 The parties to this Agreement are independent contractors. No party to this Agreement shall be deemed an employee or employer of any other party. No party shall have the right to control the employees or agents of any other party. This Agreement shall not be construed as a partnership agreement; the parties to this Agreement are not partners; and nothing in this Agreement shall be deemed to establish a partnership, joint venture or agency relationship among the parties. No party has authority to enter into agreements on behalf of the other parties. No party is authorized to bind any other party in any way. Each party shall be solely responsible for its own employees, including the withholding of taxes and payment of any benefits for such employees.
- 5.5 This Agreement has been made in, and will be construed and enforced in accordance with the federal laws of the United States and the laws of the Commonwealth of Pennsylvania, without regard to any conflicts of laws principles. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. You agree to submit to the jurisdiction of the state and federal courts in Pennsylvania for the purposes of any judicial proceedings relating to or arising from this Agreement not subject to arbitration as set forth in Section 5.6.
- 5.6 The parties agree that all claims, disputes or controversies arising out of or relating to this Agreement are subject to binding arbitration. This includes claims based on contract, tort (including intentional tort), fraud, agency, your or WFME’s or FAIMER’s negligence, statutory or regulatory provisions, or any other sources of law; claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and claims made independently or with other claims. Either party may initiate arbitration to enforce this Agreement, which shall be conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Consumer Arbitration Rules. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. Judgment on the award rendered by the arbitrator may be entered and enforced in any court of competent jurisdiction. Any arbitration hearing that you attend will be held at a place chosen by the AAA in Philadelphia, Pennsylvania. The parties shall mutually choose one arbitrator experienced in database licensing agreements within 30 days of instituting the arbitration; otherwise the AAA shall choose the arbitrator. The language of the arbitration shall be English. Any request for emergency or injunctive relief may be submitted under the AAA’s Optional Rules for Emergency Measures of Protection.
- 5.7 If any provision of this Agreement is declared to be invalid or unenforceable, such provision shall be severed from this Agreement, and the other provisions shall remain in full force and effect.
- 5.8 This Agreement is solely between the parties to this Agreement and confers no benefits to any other party other than permitted successors and assigns. This Agreement may not be construed to create any third-party beneficiary rights in any other individual, partnership, corporation, or other entity.
- 5.9 All provisions of this Agreement that provide rights or create responsibilities for the parties after termination, expiration or non-renewal of this Agreement shall survive the termination, expiration or non-renewal of this Agreement for any reason. Such provisions that survive termination include, without limitation, provisions regarding the restrictions of the License, limitations of liability, choice of law, arbitration, termination, destruction of copies of the Licensed Database, and this provision.
- 5.10 Failure by any party to comply with any material term or condition under this Agreement (“Defaulting Party”) shall entitle the other party (“Non-defaulting Party”) to give the Defaulting Party written notice of such default. If the Defaulting Party has not cured the default within ten (10) calendar days of its receipt of the notice, the Non-defaulting Party shall be entitled to terminate this Agreement effective immediately upon sending of a second written notice. The rights under this provision are in addition to all other rights the Non-defaulting Party may have, and the failure to enforce such rights shall not be deemed to be a waiver of those rights.
- 5.11 Should Subscriber have a right to claim sovereign or other governmental immunity or otherwise limit WFME and FAIMER’s right to bring claims against Subscriber under this Agreement, Subscriber hereby waives its sovereign immunity or such other limitation to the fullest extent possible under all applicable laws, regulations and treaties. This waiver applies to any and all entities that may claim sovereign immunity or any other restriction on the applicability of law arising out of the Subscriber’s legal status, including without limitation whether Subscriber is a branch, agency or part of a governmental entity in or for any country, a State or Provincial Government, or a Local Government (including without limitation any county, parish, township, borough or city government).
- 5.12 This Agreement is effective when the accompanying Annual Subscription Agreement form is signed by an authorized representative of Subscriber and countersigned by an authorized representative of WFME and FAIMER. The Agreement is effective until termination, expiration or non-renewal in accordance with the terms hereof. If WFME and FAIMER so direct upon expiration, termination or non-renewal of this Agreement, Subscriber shall immediately destroy all copies of the Licensed Database (including copies stored in computer memory), and shall so certify to WFME and FAIMER that it has done so in writing.
- 5.13 All notices required or permitted to be given under this Agreement (each, a “Notice”) shall be in writing and shall be given either by personal delivery against a signed receipt, by express delivery using a nationally recognized overnight courier, or by email (with confirmation of receipt). All Notices shall be properly addressed to the parties’ address identified on the Annual Subscription Agreement. Notice shall be deemed to be effective upon personal delivery or, if sent via overnight delivery, upon receipt thereof; a Notice sent via email is deemed effective on the same day (or if such day is not a Business Day, then on the next succeeding Business Day) if such email is sent before 5:00 p.m. Philadelphia time and on the next day (or if such day is not a Business Day, then on the next succeeding Business Day) if such Notice is sent after 5:00 p.m. Philadelphia time.
Last updated November 3, 2016.