License Agreement & Disclaimer

1. Product License. Subject to the terms and conditions of the Wolters Kluwer Health- Lippincott's Nursing Advisor Master Subscription Agreement (the "Subscription Agreement") which are incorporated herein and Subscriber's payment of all relevant fees, WKH hereby grants to Subscriber a non-exclusive, non-transferable (except pursuant to Section 10.2 in the Subscription Agreement), limited license for Subscriber and its Authorized Users to access and use this Product for the Permitted Use as set forth in the Subscription Agreement. Subscriber and Authorized Users may only use the Product as described in the Subscription Agreement and applicable documentation, including limiting access to facilities or persons specified in the Order Form. The term of the foregoing license will be as set forth in the applicable Order Form. The license in the preceding sentence shall only be for the specific Authorized Facilities identified in the Order Form. Subscriber shall ensure the Authorized Users comply with all applicable terms of the Subscription Agreement. Any breach of the Subscription Agreement by an Authorized User shall constitute a breach by Subscriber.
2. Use Restrictions. Subscriber and Authorized Users shall not (a) use, or permit the use of the Product except in accordance with the terms of the Subscription Agreement; (b) download or print in whole or in substantial part the Product; (c) except as permitted in Exhibit A of the Subscription Agreement, modify, translate, reverse engineer, decompile, disassemble, create derivative works of, or otherwise attempt to derive or alter any source code of the Product or any underlying software; (d) copy or permit the copying of the Product; (e) use the Product to provide service bureau, time sharing, or similar services to third parties; (f) distribute, sublicense, sell, assign, transfer, rent, lease, pledge, or encumber the Product; (g) permit access to the Product to any person except for Authorized Users; or (h) alter, remove, or otherwise hinder the delivery of any copyright, disclaimer, or other proprietary notice appearing in the Product. Redistribution of the Product for any purpose is strictly prohibited.
3. Ownership. Subscriber and Authorized Users acknowledge that the Product is the proprietary property of WKH, its affiliates and its licensors, and that the processes and methodology used in producing the Product are valuable trade secrets. WKH grants Subscriber and Authorized Users the right to access and use the Product during the Term in accordance with the terms and conditions set forth in the Subscription Agreement, provided, however, no ownership rights to or title in the Product is conveyed or transferred hereunder. Any modifications to the Product (excluding Content) made by Subscriber or Authorized Users shall be owned by WKH and are hereby assigned by Subscriber or Authorized Users to WKH upon creation. Any modifications to the Content made by Subscriber pursuant to the exception found in Exhibit A of the Subscription Agreement shall be the property of Subscriber, provided that Subscriber hereby grants WKH the right to use such modifications solely to the extent necessary to provide the Product and services as contemplated under the Subscription Agreement.
4. Professional Responsibility. Subscriber and Authorized Users acknowledge that the professional duty to the patient in providing healthcare services lies solely with the healthcare professional providing patient care services. Subscriber takes full responsibility for the use of information provided through the Product in patient care. The information contained in the Product is intended as a supplement to, and not a substitute for, the knowledge, expertise, skill, and judgment of physicians, pharmacists, nurses, or other healthcare professionals in patient care. WKH, its affiliates and licensors do not assume any responsibility for actions of Subscriber or Authorized Users which may result in any liability or damages due to malpractice, failure to warn, negligence or any other basis. The absence of a warning for a given drug or drug combination should not be construed to indicate that the drug or drug combination is safe, appropriate or effective in any given patient.
5. Disclaimer of WARRANTIES. ANY PRODUCTS OR SERVICES HEREUNDER, INCLUDING ANY CONTENT PROVIDED UNDER THE SUBSCRIPTION AGREEMENT ARE FURNISHED BY WKH AND ACCEPTED BY SUBSCRIBER AND AUTHORIZED USERS "AS IS" AND WITHOUT ANY WARRANTY WHATSOEVER. WKH, ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY PRODUCTS OR SERVICES HEREUNDER, INCLUDING ANY CONTENT, AND WKH, ITS AFFILIATES AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THE SUBSCRIPTION AGREEMENT, THE PRODUCT OR RESULTS DERIVED THEREFROM, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, SUITABILITY, SYSTEM AVAILABILITY, COMPATIBILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE). NO WKH EMPLOYEE OR AGENT IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS THE WARRANTIES OR LIMITATIONS CONTAINED HERE OR IN THE SUBSCRIPTION AGREEMENT. IN ADDITION, SUBSCRIBER AND AUTHORIZED USERS ACKNOWLEDGE THAT PRODUCT ACCESS MAY BE SUBJECT TO LIMITATIONS, DELAYS, LATENCY ISSUES AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND THAT WKH IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
   
   WITHOUT IN ANY WAY LIMITING THE EFFECT OF THE FOREGOING, THE FOLLOWING ADDITIONAL DISCLAIMERS ARE APPLICABLE WITH RESPECT TO INFORMATIONAL CONTENT. SUBSCRIBER AND AUTHORIZED USERS ACKNOWLEDGE AND AGREE THAT WKH PROVIDES NO MEDICAL ADVICE IN CONNECTION WITH THE SUBSCRIPTION AGREEMENT AND THAT SUBSCRIBER AND AUTHORIZED USERS ARE SOLELY RESPONSIBLE FOR THE USE OF ANY INFORMATION CONTAINED IN THE PRODUCT AND THAT A LICENSED MEDICAL PROFESSIONAL IS RESPONSIBLE FOR INDEPENDENTLY REACHING ANY MEDICAL JUDGMENT, AND FOR ANY RESULTING DIAGNOSIS AND TREATMENTS, NOTWITHSTANDING ANY USE OF THE PRODUCT OR THE INFORMATION CONTAINED THEREIN BY SUCH MEDICAL PROFESSIONAL.
6. Complete terms of agreement can be found in the Subscription Agreement as approved by Subscriber and Wolters Kluwer Health. Please contact your Lippincott's Nursing Advisor administrator to review. In the event of any conflict between the provisions of the Subscription Agreement and the provisions set forth above, the provisions of the Subscription Agreement shall control.