ADAM™ and ADAMplus™ User License Agreement
Last Modified: October 11, 2018
This User License Agreement (“Agreement”) governs your and your applicant organization’s (“user”, “you” or “your”) use of the web applications supporting the Magnet accreditation process, called ADAM and ADAMplus (hereinafter, individually or collectively, “ADAM”), provided by the American Nurses Credentialing Center, a District of Columbia nonprofit corporation (“ANCC”, “we”, “our” or “us”), and made available through the ANCC website. By using or otherwise accessing ADAM and/or using the information, content, tools, software, features, and functionality including any updates and new releases (collectively, the “Services”) provided through ADAM, you expressly agree to the following terms and conditions contained in this Agreement. In addition, when using particular Services made available through ADAM, such as, without limitation, uploading data and documents for purposes of your Magnet accreditation application, you shall be subject to any posted policies and guidelines applicable to such Services available through ADAM. All such rules and guidelines are hereby incorporated by this reference into this Agreement.
THIS AGREEMENT COMPRISES A LEGAL AGREEMENT BETWEEN YOU AND ANCC (COLLECTIVELY, THE “PARTIES”). PLEASE READ THIS AGREEMENT CAREFULLY. BY USING ANY PART OF ADAM OR SERVICES, YOU AGREE TO BE LEGALLY BOUND AND TO ABIDE BY ALL OF THE TERMS AND CONDITIONS HEREIN. IF YOU DO NOT UNDERSTAND OR AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT, PLEASE DO NOT USE ADAM OR SERVICES OR COMPLETE THE REGISTRATION PROCESS.
By using ADAM, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all its terms and conditions. Specifically, you represent and warrant that you have the authority to act on behalf of and validly bind the applicant organization.
- LICENSES WE GRANT YOU
ANCC hereby grants you a revocable, limited, nonexclusive, personal, non-transferable, and non-sublicensable license to use ADAM subject to the terms and conditions of this Agreement. Use of ADAM that constitutes unlawful use, abuse, or violation of the terms under this Agreement shall be determined by ANCC, in its sole discretion. ANCC reserves the right to refuse your registration and use of ADAM and Services, cancel your account, and/or limit or terminate your access to or use of ADAM and Services at any time without notice. No refunds will be provided for the purchase of an ADAMplus license and the purchase of an ADAMplus license is non-refundable and non-transferable.
- LICENSE YOU GRANT US
By submitting or providing account information, data, passwords, usernames, log-in information, materials and other content (collectively, the “User Content”) to ANCC through ADAM, you hereby grant a license to ANCC to use such User Content for the purpose of providing ADAM or the Services. ANCC may use, transmit and store the User Content, but only to provide ADAM or the Services to you. By submitting the User Content to ANCC, you represent and warrant that you are fully and lawfully entitled to submit the User Content to ANCC for its use for the foregoing purposes, without any obligation or liability on the part of ANCC.
In the event that Magnet accreditation is awarded to you, you hereby grant ANCC a nonexclusive, perpetual, worldwide, fully paid-up license to use and reproduce any and all documents uploaded onto ADAM for the purposes of research and the dissemination of best practices and exemplars.
- ACCOUNTS AND SECURITY
Users of ADAM must register for an account before using ADAM and the Services by providing certain registration details and other information. By registering for an account, you represent and warrant that all of the information, data and other materials you provide are true, accurate, current, and complete. You are solely responsible for updating and correcting the information you have provided to ANCC.
You agree that any username, password, or any other piece of information provided by us to you shall be treated as confidential, and you must not disclose it to any third party. You agree to immediately notify ANCC of any unauthorized use of your username or password or any other breach of security related to your account, ADAM, or the Services. You are solely responsible for any and all activities that occur under your account. ANCC will assume that any communications we receive from your email or other address, or communications that are associated with your login credentials or your account, have been made by you unless we receive notice indicating otherwise. You agree that you are solely responsible for securing your device and that ANCC has no liability for any such failure in properly securing your device.
- PROHIBITED USES
You shall use ADAM only for lawful purposes and in strict accordance with this Agreement. You agree not to use ADAM:
- In any way that violates any applicable federal, state, local, and international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries).
- To impersonate or attempt to impersonate ANCC or our employees or representatives, another user, or person or entity (including, without limitation, the use of e-mail addresses associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of ADAM or Services, or which, as determined by us, may harm ANCC or users of ADAM or Services or expose them to liability.
Additionally, you agree not to:
- Copy, duplicate, or download any portion of ADAM and/or any data, information, contents, or materials contained therein by taking screenshots or through the use of any other method.
- Use ADAM or Services in any manner that could disable, overburden, damage, or impair ADAM or Services or interfere with any other party’s use of ADAM or Services.
- Remove, circumvent, disable, damage, or otherwise interfere with any security-related features of ADAM or Services.
- Utilize framing techniques to enclose any trademark, logo, or other materials belonging to ANCC without our written consent.
- Use any device, software, or routine that interferes with the proper working of ADAM or Services.
- Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
- Otherwise attempt to interfere with the proper working of ADAM or Services.
ANCC reserves the right to terminate this Agreement and your use of ADAM and Services for any or no reason, and with or without notice, including without limitation, any violation of the terms and conditions of this Agreement. You agree that ANCC shall not be liable to you or any third party for any such termination. Upon termination of this Agreement, you agree to immediately cease use of ADAM. We also reserve the right to take appropriate legal action. These remedies are in addition to any other remedies ANCC may have at law or in equity.
You may also terminate this Agreement and your rights to use ADAM and Services at any time by deactivating your account. Unless otherwise provided by applicable law, the termination of your account is your only remedy with respect to any dispute that you may have hereunder.
- DISCLAIMER OF WARRANTIES
You understand that we cannot and do not guarantee or warrant that ADAM or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to ADAM for any reconstruction of any lost data.
ANCC WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR MOBILE DEVICE, COMPUTER PROGRAMS, DATA OR OTHER MATERIAL DUE TO YOUR USE OF ADAM OR SERVICES OR ITEMS OBTAINED THROUGH ADAM OR SERVICES. ADAM, ITS CONTENT, AND SERVICES OR ITEMS OBTAINED THROUGH ADAM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
- LIMITATION ON LIABILITY
IN NO EVENT WILL ANCC, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MEMBERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, ADAM OR SERVICES, ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO ADAM, ANY CONTENT ON ADAM OR SUCH OTHER WEBSITES OR MOBILE APPLICATIONS OR ANY FEATURES OR ITEMS OBTAINED THROUGH ADAM OR SUCH OTHER WEBSITES OR MOBILE APPLICATIONS, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE OR IF ANCC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF ANCC TO YOU OR ANY USER OR ANY THIRD PARTY FOR ANY LOSS, CLAIM, DAMAGE, OR LIABILITY OF ANY KIND WHATSOEVER, INCLUDING DUE TO ANCC’S NEGLIGENCE OR MISCONDUCT, SHALL BE LIMITED TO $1,000.00 (ONE THOUSAND UNITED STATES DOLLARS).
You agree to defend, indemnify and hold harmless ANCC, its affiliates and licensors and their respective officers, directors, members, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from your violation of this Agreement or your use of ADAM or Services.
- GOVERNING LAW
This Agreement and any dispute or claim arising out of, or related to, it, its subject matter or its formation shall be governed by and construed in accordance with the internal laws of the State of Maryland without regard to its conflict of law principles.
- DISPUTE RESOLUTION
With the exception of any equitable or injunctive relief, any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be submitted to and resolved by legally binding arbitration with a single arbitrator. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”).
- WAIVER AND SEVERABILITY
No waiver of any term or condition in this Agreement by ANCC shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of ANCC to assert a right under this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions will continue in full force and effect.
- ENTIRE AGREEMENT