The WISEmed website (the “Site”) is owned and operated by Fitzroy Emu LLC (“Emu”), a New York limited liability company with its principal place of business at 655 Third Ave, New York. By clicking “Accept”, you, the subscriber (“Subscriber” or “you,” collectively with Emu, the “Parties,” and each a “Party”), and Emu make, enter into, and agree to be bound by this Institutional Subscriber Agreement (the “Agreement”). Accordingly, Emu and Subscriber agree to the following:
“Services,” as used in this Agreement, means the following: Subject to the terms and conditions of this Agreement, Emu’s providing access to the Site during the Subscription Period, including making every reasonable effort to make the Site available at all times during the Subscription Period subject to temporary unavailability or suspension of the Site for maintenance or due to factors outside of Emu’s control.
The Subscriber agrees and acknowledges that access to the Restricted Areas and the contents of the Restricted Areas may not be in any way shared with students or other Authorized Users.
Emu will coordinate Subscriber’s payment, according to terms set forth in a separate invoice to Subscriber, for Subscriber’s use of the Site and Emu’s rendering of the Services (the “Subscription Fee”). The date on which the Subscriber clicks “Accept” will deem the “Effective Date” of this Agreement. Subscriber’s payment of the Subscription Fee shall entitle the Subscriber, subject to the terms and conditions of this Agreement, to use the Services as provided under this Agreement for one calendar year beginning on the Effective Date.
All content on the Site (the “Content” or “WISEmed Content”) are and remain the copyrighted and/or proprietary materials of Emu and/or its licensors and may not be reproduced without the written consent of the copyright holder. In no event shall Subscriber either remove any copyright notices from the Site or the Content or permit electronic access to any Content other than by Authorized Users through the Site. Any use of the Content not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws. Content on the Site are subject to change or termination without notice. All rights not expressly granted in the terms of this Agreement are reserved to Emu and its licensors. By submitting, posting, or creating content through or in connection with the Site, you are representing that you are the owner of such material or have authorization to distribute it, and, to the fullest extent permissible, you hereby grant Emu a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, adapt, perform, display, distribute, and publish any such content.
The individual who clicks “Accept” warrants and represents that such individual has the full power and authority to enter into this agreement on behalf of the Subscriber.
Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party (the “Indemnified Party”) from and against any and all damages, costs, liability, and expense whatsoever (including attorneys’ fees and related disbursements) incurred by Indemnified Party by reason of any breach by the Indemnifying Party of any representation, warranty, or covenant under this Agreement.
By clicking “Accept”, you agree on behalf of Subscriber and its authorized users that, to the extent permitted by law, in no event will Emu or any other party who has been involved in the creation, production, promotion or marketing of the Site or the Content be liable to you or any other party including your authorized users for any special, indirect, incidental, reliance, exemplary, or consequential damages, including (but not limited to) for loss of data or profits, or damages for personal injury or wrongful death, resulting from or connected with any use, misuse or inability to use the WISEmed Content, whether based on warranty, contract, tort, or any other legal theory, even if Emu or such other party has been advised of the possibility of such damages. In no event shall Emu or such other party's liability for any damages or loss to you or any other party exceed the subscription fee paid by you for access to and use of the Site and the Content.
Neither Emu nor any other party makes any warranty or representation, expressed or implied, with respect to the licensed materials, which are licensed "as is" other than as expressly stated herein. To the fullest extent permissible by law, all other warranties are expressly excluded and disclaimed, including without limitation implied warranties of merchantability or fitness for a particular purpose, and any warranties arising by statute or otherwise in law or from course of dealing, course of performance, or use of trade. Any statements or representations made by any other person or entity are void. You assume all risk as to the quality, function, performance, and accuracy of the Site and Content.
655 Third Ave
New York, NY, 11249