These terms of use (“Terms of Use”) are a contract between you and Wound Reference Inc. (“we”, “our” or “us”) that govern your access to and use of the database, software, websites, content, data, materials, tools, documentation, information, services and applications created, published or owned by Wound Reference Inc that we make available to you (“Solution”), provided directly by us or via our Resellers. BY ACCESSING OR USING THE LICENSED SOLUTION, YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE LICENSED SOLUTION.
You may only use the Solution in compliance with these Terms of Use and all applicable local, state, and national laws, rules and regulations. We may, without prior notice to you, change or stop providing some or all of the Solution.
LICENSE
Subject to your compliance with these Terms of Use, we grant you a non-exclusive, non-transferable and revocable license to access and use the Solution for your personal, non-commercial use.
(a) INDIVIDUAL SUBSCRIPTION: An individual subscription permits one individual to access and use the Solution for his or her own use only by loading the software on a single computer (i.e., within a single CPU) at a fixed location, by loading the PDA software on a single Personal Digital Assistant (“PDA”), by loading or accessing the Solution on or from a mobile device (e.g., a tablet or smartphone) (a “Mobile Device”), or by using his or her unique username and password to access the Solution from any location via the Internet.
(b) INSTITUTIONAL SUBSCRIPTION: An institutional subscription permits only certain individuals who are employed by or affiliated with the relevant Institution to access and use the Solution at any Internet-connected computer or on any Mobile Device validated for such use by WoundReference, but only for the clinical, educational or research purposes of the Institution. Further, access may be restricted to particular areas of the website per the applicable invoice or additional subscription and license terms.
No Substitute for Professional Advice
The Services and the Content (as defined below) are provided for educational purposes only, and any recommendations regarding medical diagnosis and/or medical treatment should be checked with an appropriate medical reference text for accuracy.
With any web-based content, transcription and data-entry errors may occur. Efforts have been undertaken to ensure the accuracy of the data presented to the user. But as such, all dosages of medications should be checked for accuracy of dose and route from an appropriate reference source and a clinical pharmacist.
Recommendations regarding medical diagnosis and/or medical treatment are not meant to be a substitute for professional advice and you, as a health care professional, should use sound clinical judgment, should determine if consultation with a specialist is required, and are solely responsible for all care delivered to your patients.
All modules in the Services are based on evidence-based treatment guidelines. Such guidelines are not all-inclusive and are not able to provide guidance on the best treatment course in every single patient encounter. The Services are general and educational in nature, may not reflect all recent developments or research and may not apply to the specific facts and circumstances of individual patients or treatment situations. Your education, training, experience and judgment must be used to make the best decision in consultation with the patient and their family on the best treatment course.
Reliance on any information you get from the Services AND CONTENT is strictly at your own risk. You should not act or refrain from acting solely on the basis of any recommendations regarding medical diagnosis and/or medical treatment.
Content
All content included in the Services (“Content”), including but not limited to (1) articles, notes, documents, updates, text, resources, materials, know-how graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork and computer code, and (2) the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, is owned, controlled by or licensed to us, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.
Except as expressly provided in these Terms of Use, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent. Articles, books, websites, videos and other materials cited as a reference within our Content remains the intellectual property of the original author(s) and/or publisher.
You may use information on recommendations (such as references to original research studies, recommendations by medical associations, and similar materials) purposely made available by us for printing from the Services, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.
This Agreement and the continuation of Services is subject to compliance by each Party of all laws, regulations, rules, executive orders, circulars, opinions, interpretive letters and other official releases that are applicable to the Parties (collectively, “Laws”). Each Party shall be solely responsible for their respective compliance with Laws.
Indemnity
You agree to indemnify, defend and hold harmless us and our licensors and marketing partners, together with any respective affiliates, successors, assigns, employees, consultants, agents, directors, officers, members and shareholders, from and against any and all damages, losses, and expenses of any kind (including reasonable legal fees and costs) arising out of or related to (i) your access, use or misuse of any of the Services, (ii) your breach or alleged breach of these Terms of Use, (iii) your violation or of any law, rule, regulation or rights of others in connection with your use of any of the Services, or (iv) your use or disclosure of another person’s personal information including, without limitation, financial or credit information.
FOR INSTITUTIONAL SUBSCRIPTIONS: We agree to indemnify, defend and hold harmless you from and against any and all damages, losses, and expenses of any kind (including reasonable legal fees and costs) arising out of or related to (i) our access, use or misuse of any personal information you provide in connection with the Services, (ii) our breach or alleged breach of these Terms of Use, (iii) our violation of any law, rule, regulation or rights of others in connection with the Services, or (iv) our use or disclosure of your personal information, except as expressly authorized by these Terms of Use or as necessary to provide the Services.
Truthful Information
You must provide us with truthful and accurate information when you register to use the Services. You are entirely responsible for maintaining the confidentiality of the password that you use to access the Services and for any and all activity that occurs under your account as a result of your failure to keep this information secure and confidential. You may not share your password with any other person. You agree to notify us immediately of any unauthorized use of your account or password, or any other breach of security.
Restrictions on Your Use of the Services
You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Services, or in any way reproduce or circumvent the navigational structure or presentation of the Services, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services. We reserve the right to bar any such activity.
You may not attempt to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services or to any of our servers, by hacking, password “mining” or any other illegitimate means.
You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or our systems or networks, or any systems or networks connected to the Services.
You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Services or any transaction being conducted on the Services, or with any other person’s use of the Services.
You may not use the Services for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity that infringes our rights or the rights of others.
Linked Websites
From time to time the Services may contain links to other independent third-party websites. Those websites are provided solely as a convenience to our users, and they are not under our control and we are not responsible for and do not endorse their content. We assume no responsibility or liability for the contents of those websites, or any products or services advertised or sold on those websites.
Warranty Disclaimers
THE SERVICES AND CONTENT ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, NO WARRANTIES SHALL BE IMPLIED BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. YOU ASSUME THE ENTIRE RISK AS TO THE USE, RESULTS AND PERFORMANCE OF THE SERVICES AND CONTENT.
We make no representation or warranty that (i) the Services will meet your expectations or requirements, (ii) the Services will be available, uninterrupted, timely, secure, accurate, complete or error-free, (iii) any results or information that may be obtained from the use of the Services will be accurate, timely, complete or reliable, (iv) any errors or defects in the Services will be corrected, or (v) the Services and/or the servers that make the Services available are free of viruses, clocks, timers, counters, worms, software locks, Trojan horses, trap doors, time bombs or any other harmful codes, instructions, programs or components. You acknowledge that the entire risk arising out of the use, inability to use or performance of any of the Services remains with you to the maximum extent permissible under law. We cannot be held responsible for any third party information that is relayed by or through the Services.
Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. You acknowledge and agree that your sole remedy for any problems or dissatisfaction with any of the Services is to terminate your account and discontinue use of the Services.
Limitation of Liability
To the maximum extent permissible under applicable law, in no event will we or our licensors, together with any respective employees, agents, directors, officers, members and/or shareholders, be liable with respect to your use of the Services or any Content or any other materials or services provided to you by us or any other subject matter of these Terms of Use, whether based on contract, tort, strict liability or other theory, for (i) any direct or other damages, lost or corrupted data, lost profits, loss or damage to any computer, mobile phone or other device or any special, incidental, indirect or consequential damages, even if we have been advised of the possibility of such damages or if such damages were foreseeable, or (ii) the cost of procuring substitute goods, services or technology.
In the event that applicable law does not allow the exclusion of applicable damages or limitation of liability, you agree that in no event will our total liability to you for all damages, losses and causes of action of any kind exceed the greater of $100.00 (U.S.) or the amount you have paid us to access the Services.
Statute of Limitations
You agree to bring any and all actions within one year from the date of the accrual of the cause of action, and that actions brought after that date will be barred.
Unsolicited Submissions
If you send us any unsolicited ideas, suggestions or materials, you agree that we will be completely free to implement, use, modify or otherwise exploit, in any way, your idea, suggestion or materials (or any part thereof) without any payment or other obligation to you, and you agree never to assert against us (or any successor to our business) any claim based on any proprietary rights therein.
Applicable Law and Disputes
The Services are controlled and operated by us in the state of California. The formation, construction and interpretation of these Terms of Use is to be controlled by the laws of the state of California regarding agreements between California residents entered into and to be performed within California, excluding any rule or principle that would refer to and apply the substantive law of any other state or jurisdiction.
If a dispute arises between you and us, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you agree that we will resolve any claim or controversy at law or equity that arises out of or relates to these Terms of Use or your use of the Services (a “Claim”) as described below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution at info@woundreference.com.
You agree that any Claim you may have against us must be resolved exclusively by a state or federal court located in Contra Costa County, California, except as otherwise agreed by the parties or as described below. You agree to submit to the personal jurisdiction of the courts located within Contra Costa County, California for the purpose of litigating all such Claims.
For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, either party to the Claim may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration (and if such election is made, the Claim must be arbitrated as provided herein). In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
All Claims you bring against us must be resolved as described above. All Claims not filed or brought as described above will be considered improperly filed. Should you file a Claim improperly, we may recover attorneys’ fees and costs up to $1000, provided that we have notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim. The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement.
Privacy
Please review our Privacy Policy to learn more about how we collect and use information about you via the Services.
Payment Terms
(a) INDIVIDUAL SUBSCRIPTION: WoundReference provides the Service for the fees and other charges set forth on the Website at https://WoundReference.com/plans/. Individual subscriptions can be either recurring month-to-month or annual. Both types of subscriptions will auto-renew until cancelled. For recurring month-to-month subscriptions, no portion of the subscription fee is refundable; however you may cancel future billings directly on your member subscription page or by notifying WoundReference no later than 5 business days prior to the expiration of your current billing cycle at support@woundreference.com. First time prepaid annual individual subscriptions may be entitled to full refund in the first 30 days of the subscription. Where applicable, Account Owner (i.e, the individual who establishes and is responsible for the Account) shall be responsible for all Sales Taxes and WoundReference reserves the right to collect Sales Taxes retroactively. You acknowledge that it is Your responsibility to ensure payment in advance for all paid aspects of the Service, and to ensure that your credit or debit cards or other payment instruments accepted by WoundReference and/or its processor, including Stripe, continue to be valid and sufficient for such purposes.
(b) INSTITUTIONAL SUBSCRIPTION: Payment terms are set forth in the Estimate/Agreement between Institutional Customer and WoundReference or between Institutional Customer and its Resellers. Payment terms are subject to all the terms and conditions in such Estimate/Agreement.
(c) For both INDIVIDUAL AND INSTITUTIONAL SUBSCRIPTIONS: We may, at any time, add new services for additional fees and charges, or prospectively modify fees and charges for existing services (including prospectively charging fees for the Service not previously charged for) on notice as provided herein. We may suspend or terminate Your use and Your Account’s use, in the event of any payment delinquency. Other services are available from WoundReference and the agreement with respect to those services and fees due to WoundReference incorporate by reference these Terms of Service as well as any specific terms and conditions presented to you.
No Third Party Beneficiary
Nothing in these Terms of Use, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of these Terms of Use.
Miscellaneous
We reserve the right at any time to: (1) make changes to the Services, the Privacy Policy and these Terms of Use, notice will be given thirty (30) days prior to section (1) taking effect; (2) prevent your access and use the Services if we believe you are in violation of these Terms of Use, notice will be given five (5) business days prior to section (2) taking effect; and (3) seek all remedies available at law and in equity for violations of these Terms of Use, including suspending or blocking your access to the Services. The waiver by us of a breach or violation of any provision of these Terms of Use is not a waiver of any subsequent breach or violation.
These Terms of Use, together with our Privacy Policy, constitute the entire agreement between you and us regarding your use of the Services.
If any provision of these Terms of Use is found to be void, invalid or unenforceable: (1) the same will be conformed to the extent necessary to comply with applicable law, or stricken if not so conformable; and (2) the remaining provisions will remain in effect.
Contact Us
If you have any questions, comments or concerns about these Terms of Use please contact us at:
info@woundreference.com
Last Revised: September 4, 2022
