Terms Of Sale and Use

These Terms of Sale and Use (this “Agreement”) govern your purchase and use of the product(s) identified in the Order Summary (the “Product”).

1. Limited License. ECRI grants you a non-exclusive, non-transferable, non-sublicensable license to the Product in the format provided to you for your internal business or educational purposes up to the number of users identified on your Order Summary. Personal subscriptions and memberships are for a single user and may not be distributed to third parties. You are responsible and liable for all uses of the Product from access provided by you, directly or indirectly, whether access or use is permitted by or in breach of this Agreement. You will not reproduce, distribute, duplicate, copy, sell, trade, or create derivative works from the Product. Nothing in this Agreement grants you a license to use any third-party rights that cannot be licensed, sublicensed, or granted without the consent of another party, unless you first obtain consent from the other party. ECRI reserves all rights not expressly granted by this Agreement.

2. Intellectual Property. ECRI owns all right, title, and interest, including all intellectual property rights, in and to the Product.

3. Copyright. You will abide by copyright laws and generally accepted practices for copyright notice provisions. You will not use any copyright notices that conflict with or negate the notices in this Agreement.

4. Protecting the Publication. You will immediately notify ECRI in writing of any: (i) actual, suspected, or threatened infringement of the Product; (ii) actual, suspected, or threatened claim that the use of the Product infringes the rights of any third party; or (iii) any other actual, suspected, or threatened claim to which the Product may be subject.

5. Indemnification. You will indemnify, defend and hold ECRI harmless from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding relating to any actual or alleged breach by you of your representations, warranties, covenants, or other obligations outlined in this Agreement.

6. WARRANTIES AND DISCLAIMERS. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY, CONDITION, OR ANY OTHER TERM OF ANY KIND. ALL WARRANTIES, CONDITIONS, AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW INCLUDING, WITHOUT LIMITATION, WARRANTIES OR OTHER TERMS AS TO SUITABILITY, MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. Entire Agreement. This Agreement is the only agreement between the parties with respect to the purchase and use of the Product, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to this subject matter.

8. No Assignment. You may not assign any of your rights under this Agreement without ECRI’s prior written consent.

9. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the commonwealth of Pennsylvania.