PRIVATE PRACTICE SERVICES LLC CONTENT LICENSE AGREEMENT
THIS CONTENT LICENSE AGREEMENT is entered into by and between Private Practice Services LLC, a California limited liability company (“Licensor”), and (“Licensee”), effective October 24, 2020 (“Effective Date”).
2.12.1 Licensee acknowledges that Content may include medical information. Licensee agrees that Authorized Users will be clearly notified that the Content does not constitute medical advice or create any kind of professional, doctor-patient relationship. Licensee further acknowledges that Licensor has no way to verify that any Authorized User has the knowledge and training necessary to properly and effectively use the Licensed Content.
2.12.2. The Content included in the Licensed Content is intended to serve as a quick access, concise initial reference and not as a complete reference source. The Content does not include information concerning every health condition, therapeutic agent, laboratory test, or diagnostic procedure available. Licensee agrees that Licensor provides no business, medical, pharmaceutical, or other professional advice or patient services in connection with this Agreement or as part of or as a result of the provision of the Licensed Content. Licensee understands that Licensor has no ability to determine the appropriateness of the use of Content by Licensee or any Authorized User in the course of their business or practice of healthcare, or to determine the appropriateness of the use of the Content with any individual Authorized Recipient or to determine whether an Authorized Recipient understands their health conditions, medications, or other potential treatment options.
2.12.3 The Content is clinically oriented, and intended to be used only by Authorized Users. Authorized Users will rely on their own discretion, experience and judgment in medical diagnosis and treatment, including without limitation, determining the correctness, completeness, timeliness, and suitability of the Content for individual Authorized Recipients. Licensee acknowledges that the professional duty to a patient in the provision of healthcare services (including the dispensing of drug prescriptions, provision of drug information, substitution of one drug product for another, availability of generic substitutable alternative drug products, and answering questions a patient may have) lies solely with the healthcare professionals providing direct patient care or pharmacy services. Licensee acknowledges that the medical and related Content supplied by Licensor, its affiliates and their respective Licensors and made available within the Licensed Content as applicable: (a) is not a substitute for verbal medication counseling or physical demonstration of an administration technique for a patient or caregiver by a healthcare professional, (b) may be confusing to certain patients or caregivers when not interpreted by a healthcare professional, and (c) is designed to support the verbal information transfer by healthcare professionals and to serve as a non-comprehensive take home reference source for patients or caregivers.
2.12.4 Standards and practices in medicine change as new data become available. Licensee acknowledges that: (a) Authorized Users should consult a variety of sources and not rely solely on the Licensed Content to provide information potentially relevant to patient care decisions or counseling, and (b) Authorized Users must also regularly review manufacturer published product information regarding prescription drugs for potential changes in usage, dosing, contraindications, interactions, and adverse effects.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO LICENSEE, ITS AUTHORIZED USERS OR ANY THIRD PARTY WHOSE CLAIM IS RELATED TO THIS AGREEMENT, UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (A) FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES OR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SIMILAR DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE APPLICABLE ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) FOR ANY CLAIMS, DAMAGES OR COSTS OF ANY NATURE IN EXCESS OF THE LICENSE FEES PAID BY LICENSEE TO LICENSOR DURING THE TWELVE (12) MONTHS PRECEDING THE EARLIEST EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY AND THE DISCLAIMERS SET FORTH IN SECTION 6 ARE INDEPENDENT OF ANY REMEDIES SET FORTH HEREIN AND WILL SURVIVE AND APPLY EVEN IF SUCH REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY IS A MATERIAL PART OF THE CONSIDERATION PROVIDED BY THE OTHER PARTY IN EXCHANGE FOR THE RIGHTS GRANTED UNDER THIS AGREEMENT.
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Signed by Sarah Azad
Signed On: March 3, 2019
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Document Name: PRIVATE PRACTICE SERVICES LLC CONTENT LICENSE AGREEMENT
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