AMERICAN BOARD OF MEDICAL SPECIALTIES (ABMS)
Please read the entire Agreement carefully before accessing or using Who's Certified™. ABMS is willing to provide you access to this service only on the condition that you complete the registration process and agree to the TOUA EACH TIME YOU ACCESS Who's Certified™. YOU UNDERSTAND AND AGREE THAT AT EACH ACCESS, YOU ARE BOUND TO THE THEN EXISTING TERMS AND CONDITIONS OF THE TOUA WHICH WE HAVE THE RIGHT TO AMENDED FROM TIME TO TIME IN OUR SOLE AND ABSOLUTE DISCRETION.
CHANGES OF TERMS
ABMS may amend the TOUA at any time, and from time to time, by amending the TOUA. By accessing and using Who's Certified™ and/or the ABMS Data, you agree that any amendments to the TOUA are immediately effective and binding upon you upon posting unless otherwise provided by ABMS. The current TOUA is effective as of January 24, 2011.
GRANT OF LICENSE
ABMS hereby grants to you a limited, non-exclusive license to access a subset of ABMS Data through its website and the Who's Certified™service solely to verify the Board Certification of a physician. “ABMS Data” means information from its database relating to physicians who have been certified in a practice specialty or subspecialty by one or more ABMS’ Member Boards. For registration purposes, a person (including a corporate entity) is limited to the use of one email address per individual or entity. ABMS reserves the right to adjust the number of allowed searches and/or associated time period at its sole discretion. You acknowledge and agree that ABMS Data shall be used solely for personal and consumer purposes to verify the Board Certification of your own doctor(s) or to investigate doctors whom you may be interested in visiting. The use of ABMS Data for any other purpose is strictly prohibited. ABMS Data you obtain from Who's Certified™ may not be sold, redistributed, copied or otherwise provided to any other person or entity. ABMS Data may not be used for the benefit of your employer, your customers or your clients. You may not link Who's Certified™ to any other website. You may not refer to or include ABMS Data in any publication, including internet publications. You further agree that ABMS may immediately terminate your access to ABMS Data if you violate any terms of this Agreement, or any of the limitations or prohibitions on the use of ABMS Data.
Any person or entity seeking to use ABMS Data or information obtained from Who's Certified™ in any manner other than as set forth in the TOUA shall be required to contact ABMS for such permission which shall only be granted in ABMS sole and absolute discretion and shall only be effective if the permission is given in writing, signed by the designated representative of ABMS and subject to such terms and conditions as my be imposed by ABMS.
ABMS RESERVES THE RIGHT AT ITS SOLE AND ABSOLUTE DISCRETION TO BLOCK ACCESS TO Who's Certified™ AND THE ABMS DATA TO ANY PERSON OR ENTITY.
DISCLAIMER OF ALL WARRANTIES
NEITHER ABMS NOR ITS MEMBER BOARDS MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ABMS DATA PROVIDED UNDER THIS AGREEMENT, AND EXPRESSLY DISCLAIMS ANY WARRANTY CONCERNING THE ACCURACY OR ADEQUACY OF THE ABMS DATA, WHICH IS PROVIDED TO YOU ON AN “AS IS” BASIS.
You agree to defend, indemnify and hold harmless ABMS and its Member Boards and their current and former directors, officers, employees and agents from and against any damages, costs and expenses, including reasonable attorneys’ fees, incurred in connection with any claims that may arise from your access to, or use of, the ABMS Data and Who's Certified™.
LIMITATION OF LIABILITY
In no event shall ABMS be liable for damages of any type arising from your use of the ABMS Data and Who's Certified™, including, without limitation, special, indirect, incidental or consequential damages, whether in contract, tort, or otherwise, and whether or not ABMS has been advised of the possibility of such damages. In any case, ABMS’ maximum liability to you for any reason under the TOUA shall be limited to the License Fees, if any, paid by you to ABMS for access to ABMS Data hereunder.
INTELLECTUAL PROPERTY RIGHTS; INJUNCTIVE RELIEF
You agree that, as between you and ABMS, ABMS owns all intellectual property rights to the ABMS Data and any materials generated by you using the ABMS Data including, without limitation, all copyrights, trademarks and similar proprietary rights available under the laws of the United States or the state of Illinois and you agree that any and all repackaging, reproduced, or derivative works of any nature which include ABMS Data shall irrevocably be subject to the rights of ABMS and its member Boards as set forth herein. You will not contest ABMS’ claims to these rights, nor will you assist others in doing so. You acknowledge that any use of the ABMS Data other than in accordance with the TOUA would cause ABMS immediate and irreparable harm for which money damages would be an inadequate remedy. You agree that in the event you violate the TOUA, ABMS shall be entitled to immediate injunctive relief. You agree to waive any requirement that ABMS post a bond to obtain such relief and you further agree that you will pay all reasonable attorneys' fees incurred by ABMS in obtaining such relief.
- No Waiver. No waiver at any time of any provision of this Agreement, whether by conduct or otherwise, shall be deemed a waiver of any other provision at that time, or a waiver of that or any other provision of this Agreement at any other time.
- Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement shall remain in force and unaffected.
- Survival. The TOUA provisions shall survive and shall continue to be binding on you following each use by you of Who's Certified™ for a period equal to the statute of limitations of the state of Illinois for written contract. You agree that your acceptance of the TOUA by your accessing of this site shall constitute an electronic signature by you as provided by the Illinois Electronic Commerce Act, 5 ILCS 175, and the Federal Electronic Records and Signature in Commerce Act, 15 USC 7001, each of which you agree you have reviewed or had the opportunity to review prior to accepting the TOUA and to accessing the ABMS Data and Who's Certified™.
- Illinois Law and Jurisdiction. The TOUA shall be deemed to be made in the State of Illinois and shall be governed by Illinois law (without regard to its conflict of law principles). You consent that jurisdiction and venue for all legal proceedings shall be maintained in federal or state courts located in Cook County, Illinois.
- Binding Effect; Assignment. The TOUA is binding upon you and shall inure to the benefit of ABMS and its permitted successors and assigns. You do not have the right to assign this Agreement without ABMS' prior written consent. ABMS may assign its rights under this Agreement, in whole or in part, in its sole discretion.
- Communication from ABMS. By accessing Who's Certified™ and the ABMS Data, you agree that ABMS or its Member Boards may contact you at the e-mail address you have provided for educational information about why certification matters. If you do not wish to be contacted by email, you must opt out of such communications with each access to Who's Certified™ and the ABMS Data.