Nucleus Medical Art Library (NMAL) Educational Usage Agreement
BY ACCESSING WORKS AVAILABLE ON THE NUCLEUS MEDICAL ART LIBRARY (“NMAL”)
WEBSITE AT NMAL.NUCLEUSMEDICALMEDIA.COM, INCLUDING COPYRIGHTED MEDICAL
ILLUSTRATIONS, POSTERS, ANIMATIONS, PHOTOGRAPHS, INTERACTIVE PROJECTS,
VIDEO, AUDIO, CHARTS, GRAPHS, TEXT AND OTHER CONTENT (COLLECTIVELY, THE
"IMAGES") YOU ACCEPT THE FOLLOWING AGREEMENT.
Each of the Images is protected by United States and international
intellectual property laws, and no Image or portion of any Image may be
reproduced, distributed, displayed or modified except as permitted in this
Agreement.
Grant of License
In consideration for an annual license fee, as described more fully below,
Nucleus Medical Media, Inc. ("Nucleus") hereby grants to you a one-year,
non-exclusive, non-transferable license to display the Images as set forth
below:
Educators, students, public libraries, corporations and hospitals that
subscribe to NMAL ("Educational Users") may display the Images for
educational, non-commercial purposes only, including, but not limited to,
displaying the Images for academic purposes, such as classrooms, seminars
and lectures; displaying images for patient or professional education or
training; and displaying the Images on an internet or intranet web site
that is:
-
not accessible by the public, being protected by username and password,
and
-
not able to be indexed by major search engines such as Google.
Restrictions on Use
You may use the Images only as expressly set forth above and you may not,
among other things, remove any copyright notices, legal notices, electronic
safeguards or other items from the Images; sell, license or sublicense any
Images, in either hard copy or electronic form, for any purpose whatsoever;
store or archive any of the Images as a collection in an offline or online
database for any purpose whatsoever; use any Image in connection with any
product or service not listed above; use any of the Images in a
pornographic, obscene, defamatory, vulgar, hateful, harassing, threatening
or illegal manner.
Fees
Upon your acceptance of this Agreement and on each one-year anniversary
thereafter for so long as you continue to use any of the Images pursuant to
the terms of this Agreement, you shall pay to Nucleus a fee for use of the
Images equal to Nucleus' then-current NMAL license fee for Educational
Users.
Ownership of Intellectual Property Rights
You understand and agree that any and all intellectual property rights
associated with each of the Images and any other data included on the NMAL
website - including without limitation, any inventive concepts, know-how,
publicity rights, trademarks, trade-dress, trade secrets, copyrights and
patents ("Intellectual Property") - are the sole and exclusive property of
Nucleus, and except as otherwise expressly authorized by this Agreement,
you may not reproduce, distribute, display or modify any of the Images
without Nucleus' prior written permission. Except as provided herein,
Nucleus does not grant to you any express or implied rights to Nucleus' or
any third party's Intellectual Property. You agree that you will not,
directly or indirectly, challenge Nucleus' ownership of any of the Images
or any Intellectual Property rights related thereto. You agree to do
whatever acts Nucleus may deem necessary or advisable, including the
execution of any instruments, to confirm and maintain ownership by Nucleus
in all Intellectual Property rights in the Images.
Attribution
All Images used by you on an Internet or Intranet website (if permitted by
Nucleus) shall include the following notice (or such other notice as
Nucleus shall from time to time require):
Medical Illustration © 2023 Nucleus Medical Media, Inc.
The phrase "Medical Illustration" in the notice set forth in the preceding
sentence shall be a link to the following web site address: http://nmal.nucleusmedicalmedia.com
All medical illustrations used by you in print shall include the following
notice (or such other notice as Nucleus shall from time to time require):
Medical Illustration © 2023 Nucleus Medical Media, Inc., www.nucleusinc.com
The designation "2023" in the notices set forth in the preceding sentences
shall in each instance be replaced by the year provided in the copyright
notice accompanying the Image supplied by Nucleus (e.g., "2005, 2006.")
Warranty
EACH OF THE IMAGES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED THEREIN,
IS PROVIDED, "AS IS," WITH ANY AND ALL FAULTS, WITH NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NUCLEUS EXPRESSLY
DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, WITH RESPECT TO
EACH OF THE IMAGES AND THEIR USE AND THE INFORMATION CONTAINED THEREIN,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENCY,
RELIABILITY AND NONINFRINGEMENT OR ANY WARRANTY THAT ANY OF THE IMAGES IS
FREE OF DEFECTS.
Limitation of Liability
NUCLEUS IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES
ARISING OUT OF OR RELATING IN ANY WAY TO YOUR USE OF ANY OF THE IMAGES OR
ANY INFORMATION CONTAINED WITHIN ANY OF THE IMAGES EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY
OF THE IMAGES IS A REFUND OF THE AMOUNT PAID FOR SUCH IMAGE(S). THE
FOREGOING REMEDIES UNDER THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE
EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
Indemnification
You agree to indemnify and hold harmless Nucleus, as well as Nucleus'
officers, directors, employees, shareholders, affiliates, subsidiaries and
agents, together with their successors and assigns, from any claim, damage,
loss, expense, liability, obligation, action or cause of action (including
reasonable attorneys' fees) that Nucleus may or might sustain, pay or
suffer, by reason of any act, omission or negligence by you with respect to
your use of any of the Images. In connection therewith, Nucleus reserves
the right to choose legal counsel to represent itself for any purpose
including investigation and/or litigation of any claim, or potential claim,
made against Nucleus.
Jurisdiction and Venue
You expressly agree that the exclusive jurisdiction of any dispute with
Nucleus, or in any way relating to your use of any of the Images, resides
in the State of Georgia, and you further agree and expressly consent to the
exercise of personal jurisdiction and venue of the federal, district and
state courts of Georgia in connection with any such dispute, including any
claim involving Nucleus or its affiliates, subsidiaries, employees,
contractors, officers, directors, shareholders, agents, telecommunication
providers or content providers.
Miscellaneous
The terms of this License Agreement are governed by the internal
substantive laws of the state of Georgia without regard to conflicts of
laws. If any provision of this Agreement is found to be invalid by any
court having competent jurisdiction, the invalidity of such provision shall
not affect the validity of the remaining provisions of this License
Agreement. For questions, comments, or other business related to this
agreement, please contact us using this form.
You may also write to us at this address:
Nucleus Medical Media
1275 Shiloh Road
Suite 3130
Kennesaw, GA
30144
United States of America
770-953-6566
Entire Agreement
This Agreement constitutes the entire understanding and Agreement between
the parties with respect to the subject matter hereof and supersedes any
prior agreements or understandings between the parties with respect to the
subject matter hereof.
