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END USER LICENSE AGREEMENT
IMPORTANT – PLEASE READ CAREFULLY BEFORE USING THE COURSE MODULES: BY CLICKING ON THE “I AGREE” BOX (1) YOU ACKNOWLEDGE THAT YOU AGREE TO BE BOUND BY THIS END USER LICENSE AGREEMENT (“EULA” or “Agreement”), AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS EULA, INCLUDING, IF YOU ARE ACCESSING THE COURSE MODULES IN CONNECTION WITH YOUR EMPLOYMENT, AUTHORITY FROM YOUR EMPLOYER TO ENTER INTO THIS EULA ON YOUR BEHALF (AND IF YOUR EMPLOYER HAS NOT ITSELF ENTERED INTO A SEPARATE AGREEMENT WITH CRITICALPOINT, LLC PROVIDING FOR YOUR ACCESS TO THE STERILE COMPOUNDING COURSE MODULES, THEN ALSO ON BEHALF OF SUCH EMPLOYER, AS TO WHOM THESE PROVISIONS WILL ALSO APPLY AND IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL ALSO REFER TO SUCH EMPLOYER). IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND/OR IF YOU DO NOT HAVE SUCH AUTHORITY FROM SUCH EMPLOYER, CLICK ON THE “CANCEL” BOX AND DO NOT ACCESS OR USE THE COURSE MODULES.
This Agreement is a legal agreement between you, the end user (“End User” or “you”) and CriticalPoint, LLC, located at 11 Commerce Way, Totowa, NJ 07512 (“CriticalPoint”, “us” or “we”), for your Use (as defined below) of the Course Modules (as defined below).
1.1 “Course Modules” means a series of one or more web-based educational lessons and/or courses in the field of sterile compounding, developed and owned by CriticalPoint, designed to assist pharmacists and technicians to meet the personnel training program requirements as established in Section 2 (“Personnel Training and Evaluation”) of USP Chapter <797> and Section 9 (“Personnel Training”) of USP Chapter <800>.
1.2 “Use” means accessing the Course Modules resident on this CriticalPoint website for the sole purpose of (i) reading the lessons, (ii) taking the related examinations, and (iii) if you have registered for a Sterile Compounding live training class, to assist you in preparation for such live training class.
2. Grant of License and Restrictions. Subject to the terms of this EULA, CriticalPoint grants you, and you accept, during the term of this EULA (as stated in Section 3), a limited, non-exclusive, non-sublicensable, non-transferable license to Use the Course Modules solely for your (or your employer’s) internal business purposes.
2.1 You may not (i) copy, download, modify, alter, disclose, distribute, share, transfer, resell, rent, lease, grant access to, sublicense or loan the Course Modules to any other party; (ii) disassemble, reverse engineer or decompile the Course Modules; (iii) copy any ideas, features, functions or graphics of the Course Modules or any component thereof; (iv) remove or alter any copyright, trademark or other proprietary notice on the Course Modules, (v) write or develop any derivative software or any other software program (or other works of authorship) based upon the Course Modules or any other proprietary rights of CriticalPoint or access the Course Modules in order to build a similar or competitive product; (vi) make the Course Modules available to third parties in a service bureau arrangement or for any similar commercial time-sharing or third-party training use; or (vii) otherwise allow direct or indirect use (including over the Internet) for outsourcing or any other purpose by any third party.
2.2 You agree not to use or attempt to use the Course Modules for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our or your business, reputation, employees, customers, or to any person. Improper uses include, but are not limited to: (i) violating any applicable law or regulation; (ii) interfering or attempting to interfere with the access of any user, host or network, including without limitation, transmitting a “virus” or other malicious code through the Course Modules, overloading, “flooding,” “spamming,” “crashing,” or “mailbombing”; or (iii) impersonating or misrepresenting your affiliation with any person or entity. If we suspect violations of any of the above, we may: (a) institute legal action, (b) immediately, without prior notice to you terminate this EULA, and (c) cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to reasonably cooperate with us in investigating suspected violations.
2.3 All rights not expressly granted to you in this EULA are reserved by CriticalPoint. No rights are granted by implication, course of conduct or otherwise.
3. Termination. This EULA and the license granted hereunder is effective on the date you accept the terms this EULA. This EULA and your Use of the Course Modules may be terminated by CriticalPoint without further action upon the first to happen of any of the following events: (i) upon the breach by you of any of your obligations or the license rights granted to you under this EULA, or (ii) if you are accessing the Course Modules in connection with your employment or in connection with registering for a Sterile Compounding live training class conducted by an entity other than CriticalPoint (i.e., a licensee of CriticalPoint), upon the expiration of the term or termination (e.g., due to breach) of a license agreement between Critical Point and your employer or the licensee of the Sterile Compounding training class you have registered with, or (iii) if you are accessing the Course Modules based on your or your employer’s agreement with a third-party reseller of the Course Modules (”Reseller”), upon the termination (e.g., due to breach) of the agreement between CriticalPoint and such Reseller or upon the notification by the Reseller to CriticalPoint that you are (or your employer is) in breach of your (or its) agreement with the Reseller. Upon any such termination of this EULA, all Use of the Course Modules by you must cease and all rights granted to you under this EULA are terminated.
4. Proprietary Rights; Rights to Data.
4.1 The Course Modules are licensed, not sold. You acknowledge and agree that all rights, title, and proprietary rights in and to the Course Modules (including, but not limited to, any patents, trade secrets, trademarks, copyrights, images, photographs, animations, video, audio, music, text, software code and “applets” incorporated into the Course Modules) are owned by CriticalPoint. The Course Modules are protected by copyright laws, international treaty provisions, and other laws. An act in violation of this EULA may also be a crime punishable by fine or imprisonment under applicable law.
4.2 CriticalPoint hereby acknowledges and agrees that all data and other information input by you through your Use of the Course Modules (“Your Data”) is, as between you and CriticalPoint, proprietary to and owned by you (or your employer) and shall be deemed confidential information of you or your employer. Notwithstanding the foregoing:
(i) CriticalPoint shall have an unrestricted right to obtain, maintain, use and distribute Your Data as part of an anonymized compilation and aggregation with the data and other information input by other users of the Course Modules (“Aggregated Data”) that excludes any data or other information which identifies or is otherwise specific to you (or your employer). Aggregated Data may be used by CriticalPoint for measurement of performance norms for all users of the Course Modules and for all other lawful purposes. You and CriticalPoint acknowledge and agree that no Protected Health Information (PHI) will be included in Your Data; and
(ii) You grant to CriticalPoint and its affiliates and assignees a worldwide, perpetual, irrevocable, royalty free license to copy, modify, incorporate into the Course Modules, and otherwise use, any suggestion, request, recommendation, correction or other feedback provided by you relating to or arising in connection with your Use of the Course Modules; and you acknowledge and agree that any such use of your feedback shall be subject to CriticalPoint’s sole and absolute discretion.
5. Compliance with Laws. In the performance of the obligations under this Agreement, you shall at all times comply with the laws, regulations, and orders in effect and applicable to their performance hereunder.
6. Disclaimer of Implied Warranties & Duties.
6.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CriticalPoint PROVIDES THE COURSE MODULES WITHOUT ANY EXPRESS WARRANTY OR INDEMNITY, AND THE COURSE MODULES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. CriticalPoint HEREBY DISCLAIMS ALL IMPLIED WARRANTIES AND INDEMNITIES, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR THAT THE OPERATION OF THE COURSE MODULES WILL BE ACCURATE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU, AND YOU MAY HAVE OTHER RIGHTS THAT VARY BETWEEN JURISDICTIONS.
6.2 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CriticalPoint, ITS DEALERS, RESELLERS, AGENTS OR EMPLOYEES CREATES A WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
7. Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CriticalPoint OR ITS RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COVER, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, OR LOSS OF PRIVACY), ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE COURSE MODULES OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, WHETHER A CLAIM IS BASED IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR UNDER ANY OTHER LEGAL THEORY, AND EVEN IF CRITICALPOINT OR ANY RESELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Limitation of Liability and Remedies. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE COURSE MODULES IS TO CEASE USE OF SUCH COURSE MODULES. IN NO EVENT SHALL CRITICAL POINT’S OR ITS RESELLERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if such remedy fails its essential purpose.
9. Entire Agreement. This EULA contains the entire agreement between the parties with respect to its subject matter, and supersedes all prior or contemporaneous agreements or understandings (oral or written).
10. Modifications. We reserve the right to change the terms and conditions of this EULA at any time by the posting of revised terms and conditions on the LMS log-in home page, which posting shall constitute notice to you of such changes. Your continued use of the Course Modules after notice of such changes shall constitute your consent and agreement to such changes.
11. Miscellaneous. Neither the rights nor the obligations arising under this EULA are assignable by you, and any such attempted assignment or transfer shall be void and without effect. This EULA is governed by and shall be interpreted in accordance with the laws of the State of New Jersey, without giving effect to any applicable choice of law principles. In any action brought by either party to enforce this Agreement, or otherwise arising out of this Agreement, you hereby consent to, and agree that you will be subject to, the jurisdiction of courts of New Jersey (including federal courts located in New Jersey) and you further agree that any action that you may initiate against CriticalPoint arising hereunder shall be commenced exclusively in New Jersey. In the event that any provision of this EULA is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. Any notice to you may be provided by e-mail to the e-mail address provided in your registration.
Updated April 2019