- Acceptance of these Terms
By checking the “I Agree” button, you acknowledge and agree that you are an authorized representative of the Organization or Institution under which you are registered and have logged into SimStore (the “Organization”) You represent that you have the power and authority to bind the Organization to these Terms. As used in these Terms, “You”, “Your” and “Yours” refers to your Organization, and not to you personally.
If you on behalf of your Organization do not to agree to these Terms, or if you are not an authorized representative of the Organization, you should identify an authorized representative of your organization and have them register and check the “I Agree” button.
- SimStore; Accounts; Simulation Devices
Your use of SimStore will require you to obtain, or be provided with, an account, including setting up a user name and password. Your Organization is solely responsible for maintaining the confidentiality of your account information, including your password, and for all activity that occurs under your Organization’s account. You agree to notify SimVentures immediately of any unauthorized access or use of your account or password. You may not use the account, user name or password of any other Organization at any time without the express written permission and consent of the holder of the account, user name or password.
Use of SimStore may require hardware and software devices compatible with SimStore including (i) a supported patient simulator or simulators and (ii) the relevant applications to manage that simulator or simulators (collectively, the "Simulation Devices"). You agree that these requirements, which may change from time to time, are your responsibility. No purchase or obtaining of the Simulation Devices shall be construed to represent or guarantee you access to SimStore and no license of any Application shall be construed to represent or guarantee you access to the Simulation Devices.
SimVentures reserves the right to change the Applications and other functionality contained on SimStore without notice. SimVentures also reserves the right to modify, suspend, or discontinue SimStore (or any part or content of SimStore) at any time with or without notice to you, and SimVentures will not be liable to you or to any third party should it exercise its rights.
- Application Licenses
All Applications are licensed not sold. Your license to each Application obtained through SimStore is subject to your prior acceptance of these Terms,
Each Application may be licensed to you under four different license types, as follows: (a) Capital License; (b) Annual License; (c) Practice License; and (d) Trial License (collectively referred to as the “Application Licenses”). The following terms apply with respect to each specific type of Application License.
- Capital LicenseFor each Application for which you purchase a Capital License, the following terms shall apply:
- You are granted a perpetual, limited, non-exclusive, non-transferable, revocable, license to use the Application in accordance with the Usage Guidelines in this Agreement.
- You will receive support from Customer Service for a one (1) year period from the date of purchase of the Application. If during this one year period an update, enhancement or modification (each, an “Update”) is made to the Application, you will receive the Update if the Update is generally offered to licensees of the Application without additional charge.
- Annual LicenseFor each Application for which you purchase an Annual License, the following terms shall apply:
- You are granted a limited, non-exclusive, non-transferable, revocable license to use the Application in accordance with the Usage Guidelines in the Agreement and for period of one (1) year from the date of purchase.
- In connection with each Annual License, you will receive support from Customer Service for a one (1) year period from the date of purchase of the Application. If an Update is made to the Application, you will receive the Update if the Update is generally offered to licensees of the Application and the Update is offered within one year of the date of your purchase of the Annual License for the Application.
- Practice LicenseFor each Application for which you elect to receive a Practice License, the following terms shall apply:
- You may choose to receive Practice Licenses (i) at the time of purchase, or (ii) at any time during the applicable term of a Capital or Annual License (the “Purchased License”). If you elect to receive a Practice License, you are granted a limited, non-exclusive, non-transferable, revocable license to use the Application solely with the application used to manage the patient simulator if appropriate, and not the simulator itself, for the term of the applicable Purchased License.
- A Practice License is not entitled to receive any support from Customer Service and may not be deployed to or used on a simulator.
- Trial LicenseFor each Application for which you elect to receive a Trial License, the following terms shall apply:
- You may choose to receive a limited Trial License free of charge solely for evaluation of an Application. If you elect to receive a Trial License, SimVentures grants to you a limited, non-exclusive, non-transferable, revocable license to use the Application on a Simulation Device solely for seventy-two (72) hours after download of the Application.
- You will only be entitled to three (3) Trial Licenses per Application.
A number of Applications on SimStore consist solely of images, illustrations, other multimedia elements, components of simulation software or other assets to be used solely in the development of simulation activities that are used in connection with manikins and scenarios. Unless otherwise stated, these Applications are provided to you under a Capital License as defined in this Section, except that they are sold on an “as is” basis and do not carry the one year update and customer service support.
- Usage Guidelines and Restrictions
You agree to use all Applications in accordance with the following guidelines, as applicable (“Usage Guidelines”):
- You may use the Applications solely for educational purposes.
- You agree that you shall only use Applications in a manner that complies with all applicable laws in the jurisdictions in which you use the Application.
- If the Application is being used in conjunction with a Simulation Device, in order to use that Application you must assign the Application to a Simulation Device through your account on SimStore. Only one Simulation Device may be authorized to use any one Application at any one time. You may de-authorize any Simulation Device for the Application in order to allow the Application to be assigned to and used on a different Simulation Device. For purposes of clarification, you acknowledge and agree that you may not distribute or make any single Application available in any manner so that it may be used by multiple Simulation Devices at one time or used concurrently on multiple Simulation Devices without the prior written consent of SimVentures. To execute an Application on multiple Simulation Devices concurrently, you must purchase a separate Application license for each Simulation Device to be used concurrently.
- Some Applications will be available for modification and editing by you (“Unlocked Applications”). The Unlocked Applications will be marked as unlocked in the description of the Application on SimStore. If you purchase a license to an Unlocked Application, you may modify and edit the Unlocked Application and only may perform, display, operate and use the modified Unlocked Application on the Simulation Device allocated to that Unlocked Application. The modified Application will not constitute a derivative work of the original Application and shall at all times remain solely the property of the original author and owner. All Terms shall apply to the modified Application.
Under these Terms, you may not and you may not allow others to:
- sell, license or lease, for any fee or other consideration any Application;
- republish, frame, reproduce, license, transfer, sell, assign, based on, or otherwise reproduce SimStore or the Applications, in whole or in part;
- modify, other than as permitted as an Unlocked Application under this Agreement, or create derivative works of an Application,;
- sell, assign, distribute, lease, market, rent, sublicense, transfer, make available, or otherwise grant rights to use Applications in whole or in part to any third party in any form;
- obscure, remove or alter any of the trademarks, trade names, los, patent or copyright notices or legends on any Application or in any prINTOuts or screen captures of the Applications;
- reverse engineer, decompile or disassemble any component any Application or otherwise obtain or attempt to obtain the source code for any Application;
- attempt to gain unauthorized access to other SimStore accounts, computer systems or networks connected to any SimVentures server or to any Application through hacking, password mining or any other means; and/or
- attempt to obtain or access any Application or other materials or information through any means not intentionally made available through the SimStore.
You agree that the Applications may include security technology that limits your use of Applications and that, whether or not the Applications are limited by security technology, any other use of the Applications in violation of the Usage Guidelines may constitute a copyright infringement. Any security technology is an inseparable part of the Applications. You agree not to violate, circumvent, reverse engineer, decompile, disassemble, or otherwise tamper with any of the security technology for any reason or to attempt or assist another person to do so.
These Usage Guidelines may be controlled and monitored by SimVentures for compliance purposes, and SimVentures reserves the right to enforce the Usage Guidelines without notice to you.
- Terms of Sale
If you have a user name and password and accept these Terms, you can select downloadable Applications for purchase at SimStore. SimVentures accepts the following forms of payment for Applications: Credit card and your Organization’s account with either Laerdal or HealthStream.
If you use the Organization account option, you will be invoiced by either Laerdal or HealthStream depending on the Organization you select, and you will be subject to the Terms and Conditions of sale from those organizations.
For your convenience, you will not be charged until your payment method is authorized and the order information is verified for accuracy. Some situations may result in your order being cancelled, including for problems identified regarding your credit information or Organization account information. SimVentures, Laerdal or HealthStream may require additional verifications or information before accepting any order or allowing you to download any Application. When a credit card is used on SimStore, you are responsible for providing SimVentures with valid credit card details for payment of fees.
You agree that for any Applications and other products you purchase through SimStore you are responsible for all related taxes. All fees are non-refundable. Prices for Applications offered through SimStore may change at any time. If technical problems prevent or unreasonably delay delivery of any Application selected for download and purchase by you, your sole remedy is either replacement or refund of the price paid, as determined by SimVentures.
- Intellectual Property
You agree that the Applications, including without limitation all graphics, interfaces, content, scripts and software in SimStore, are owned exclusively by SimVentures or by its licensors. All rights, title and interest in and to all Applications, including all copyright, trade secret rights, patents, trademarks, and any other intellectual property or proprietary rights in all Applications, shall at all times remain the exclusive property of SimVentures or its licensors. All rights not expressly granted under these Terms are reserved by SimVentures.
Trademarks, service marks and los used in connection with Applications are the trademarks of SimVentures or the respective third-party owner of the Applications. You are not granted any right or license with respect to any trademarks and any use of trad
- Certain Third-Party Content
Some Applications and other content, information and materials made available on SimStore are supplied by persons or entities that are not affiliated with any SimVentures entity ("Third Party Content") as licensors. The Third Party Content is protected by copyright pursuant to copyright laws in all legal jurisdictions and by international treaties. The Third PartyContent owned or licensed by the Third Party Content provider(s) is licensed and provided to you subject to the Terms of this Agreement. In no event shall SimVentures or the Third Party providers be liable for any delays, inaccuracies, errors or omissions in any Third Party Content, or for any damages arising from the use of Third Party Content.
You agree that any information you provide to SimVentures in connection with your use and access of SimStore shall be verned by the SimStore Privacy Statement located at http://mysimcenter.com/Privacy.aspx, which is incorporated into these Terms by reference.
These Terms, you and your Organization’s access to SimStore, and any Application License to any Application purchased by you may be terminated and/or suspended by SimVentures, without refund, if you fail to pay any amount due to SimVentures.
Your rights to any Application will terminate automatically if you fail to comply with any of these Terms. These Terms also will terminate automatically and you and your Organization’s access to the Application will be terminated without notice if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or other receiver appointed, or if you suffer or file any similar action in consequence of debt.
In the event these Terms are terminated, Sections 1, 6 and 9-12 and any payment obligations incurred by you prior to the effective date of termination shall survive.
- Disclaimer of Warranties
SIMVENTURES IS PROVIDING ALL APPLICATIONS TO YOU "AS IS." SIMVENTURES AND SIMVENTURES’S LICENSORS, DEVELOPERS AND SUPPLIERS MAKE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE APPLICATIONS PROVIDED TO YOU OR PURCHAED BY YOU UNDER THESE TERMS. SIMVENTURES EXPRESSLY AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS, WORKMANLIKE EFFORT, COURSE OF DEALING, TITLE, AND NONINFRINGEMENT WITH RESPECT TO THE APPLICATIONS AND WITH RESPECT TO THE USE OF THE APPLICATIONS. SIMVENTURES MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS ANY OBLIGATION, THAT: (I) THE APPLICATIONS, SIMSTORE OR ANY THIRD PARTY CONTENT WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (II) THE CONTENT OF ANY APPLICATION OR SIMSTORE WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE, OR ACCURATE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APPLICATIONS AND/OR SIMSTORE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF THE APPLICATIONS OR ANY THIRD PARTY CONTENT OR OTHER INFORMATION OR MATERIALS OBTAINED BY YOU THROUGH THE SIMSTORE WILL MEET YOUR EXPECTATIONS; OR (V) THAT DEFECTS, IF ANY, WILL BE CORRECTED.
No employee, agent, representative, or affiliate of SimVentures has authority to bind SimVentures to any oral representations or warranty concerning SimStore or any Application. Any written representation or warranty made by an employee, agent, represent
- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIMVENTURES AND ITS SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY OF THE FOLLOWING, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE FOR ANY LOSS OF BUSINESS, LOSS OF REPUTATION, LOSS OF PROFITS OR GOODWILL, LOSS OF USE, LOSS OR DAMAGE TO OR CORRUPTION OF DATA, THE UNAUTHORIZED DISCLOSURE OF SENSITIVE, VALUABLE, OR CONFIDENTIAL INFORMATION, ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM SIMSTORE, ANY APPLICATION, INCLUDING THIRD PARTY CONTENT, OR YOUR USE OF ANY APPLICATION OR THIRD PARTY CONTENT, AND/OR ANY COSTS OF PROCURING SUBSTITUTE GOODS, APPLICATION, TECHNOLOGY, OR RIGHTS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THESE TERMS IS HELD TO BE INVALID
YOU ACKNOWLEDGE AND AGREE THAT THE COMMERCIAL AND ECONOMIC TERMS UPON WHICH SIMVENTURES AGREES TO PROVIDE ACCESS TO SIMSTORE AND LICENSE THE APPLICATIONS HAVE BEEN CONDITIONED TO A SUBSTANTIAL EXTENT BY THE ABILITY OF SIMVENTURES TO MAKE AND ENJOY THE FULL PROTECTION OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS AND YOU AGREE, REPRESENT AND CONFIRM THAT THE CONTENTS OF SECTIONS 10 AND 11 ARE FAIR AND REASONABLE.
Failure by SimVentures to enforce any particular term of these Terms shall not be construed as a waiver of any of SimVentures’ rights under it. If any part of these Terms is held by a court of competent jurisdiction to be unenforceable for any reason whatsoever, you and SimVentures agree that the validity of the remainder of the terms will not be affected. No variation, amendment of, or addition to these Terms made by you shall be effective without SimVentures’ prior written consent.
The validity, interpretation, construction, and performance of these Terms shall be governed by the laws of the State of NewYork, without giving effect to the principles of conflict of laws. YOU WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE APPLICATION. You agree that you will not contest venue, and you waive any rights that you may have to initiate, transfer, or change the venue of any litigation arising from or related to these Terms.