SHADOW HEALTH® DIGITAL CLINICAL EXPERIENCES™ PLATFORM USER ACCESS AGREEMENT

This Shadow Health Digital Clinical Experiences Platform User Access Agreement sets forth the terms which govern your access and use of the Subscription Content (as defined below) including all Documentation and other materials provided by Shadow Health in printed, electronic or other form to you as an Authorized User ("You"). This Agreement governs your access and use of the Subscription Content and supplements, but does not supersede, any agreement the Affiliate School (as defined below) may have with Shadow Health, which may require the Affiliate School to enforce additional terms and conditions on You and your access.

BY CLICKING THE "ACCEPT" BUTTON YOU: (i) REPRESENT THAT YOU ARE CURRENTLY ENROLLED AT AN AFFILIATE SCHOOL WHICH IS AUTHORIZED TO OFFER THE SUBSCRIPTION CONTENT; (ii) ARE PROPERLY ENROLLED IN OR TEACH A COURSE OR COURSES AT SUCH AFFILIATE SCHOOL THAT REQUIRE USE OF THIS SUBSCRIPTION CONTENT; (iii) ARE DULY AUTHORIZED BY THE AFFILIATE SCHOOL TO ACCESS AND USE THE SUBSCRIPTION CONTENT, EXPRESSLY CONTINGENT UPON YOUR COMPLIANCE WITH SUCH AFFILIATE SCHOOL’S POLICIES; AND (iv) ACCEPT THIS USER ACCESS AGREEMENT, OUR WEB SITE TERMS OF SERVICE, PRIVACY POLICY AND ANY OTHER LEGAL NOTICES, CONDITIONS OR GUIDELINES LOCATED WITHIN OUR WEBSITE (COLLECTIVELY, THE "AGREEMENT") AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM.. IF YOU DO NOT AGREE DO NOT CLICK THE "ACCEPT" BUTTON AND YOU WILL HAVE NO RIGHT TO, AND MUST NOT ACCESS OR USE, THE SUBSCRIPTION CONTENT.

  1. Definitions.

    a. "Affiliate School" means a school that has entered into an agreement with Shadow Health to offer the Subscription Content as part of a course curriculum.

    b. "Authorized User" shall mean any person who is a faculty member, administrator or current or former student of Affiliate School who is authorized to access and uses the Subscription Content;

    c. "Authorized User Subscription Period" means the period for which an Authorized User has access to the Subscription Content based on the Subscription Fee paid.

    d. "DCE" shall mean the current version of one or more content packages having an ISBN and entitled "Shadow Health® Digital Clinical Experiences™."

    e. "Documentation" shall mean the instructions for using the Subscription Content and DCE, along with any other support documentation for the Subscription Content.

    f. "Platform" means the data and compute environment, hosted on virtualized servers maintained by Shadow Health, providing browser-based access to each Authorized User, which, shall provide access to the applicable assigned Subscription Content.

    g. "Shadow Health Marks" means any trademarks, trade names, domain names, designs and logos made available to the Affiliate School by Shadow Health in connection with Subscription Content.

    h. "Subscription Content" means all content received by or made available to Affiliate School and Authorized User, from or by Shadow Health in connection with Affiliate School’s Subscription, including but not limited to DCE through use on the Platform, the media embodying the DCE and the Documentation, and any data and information contained within or provided to Affiliate School in association with any provided content (and any information made available by Shadow Health in any Affiliate School-provided interface or Authorized User) including text, images, audio, closed captioning, and metadata; and compositions and sound recordings of any music contained in such content.

    i. "Subscription" means access to the applicable Subscription Content on the Platform during the Authorized User Subscription Period for the applicable Subscription Fee.

    j. "Subscription Fee" means the price charged for a Subscription.

  2. Access to Subscription Content.

    a. Subject to your strict compliance with this Agreement, Shadow Health hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Subscription Content solely in accordance with this Agreement and pursuant to the Documentation, as provided by Shadow Health and solely in connection with classes or courses at your education institution which require the particular Subscription Content to which You have a Subscription. The foregoing Subscription will terminate immediately on the earlier to occur of:

    i. the expiration or earlier termination of the agreement between Shadow Health and the Affiliate School;

    ii. the expiration of the Authorized User Subscription Period as it pertains to You; or

    iii. your ceasing to be authorized to use the Subscription Content by your Affiliate School or by Shadow Health.

    iv. your failure to adhere to Shadow Health's Acceptable Use Policy and Terms of Service with respect to the Subscription Content.

    b. Subject to the provisions in Section 2(a), professors and faculty of the Affiliate School are authorized to access the Subscription Content as long as the Affiliate School subscribes to the Subscription Content, and such faculty is an active instructor of a class or course utilizing the Subscription Content.

  3. Payment. Unless the Affiliate School has arranged to pay the Subscription Fee, the Subscription Fee is payable by You. All Subscription Fees are payable in advance of your access to and use of the Subscription Content. No refunds will be given if the Affiliate School requests that your access be revoked, or in the event You cease to attend or be enrolled in a class or course for any reason after the add/drop period allowed by your Affiliate School for such class or course that uses the Subscription Content.
  4. Use Restrictions. In addition to your compliance with the Acceptable Use Policy, You shall not, directly or indirectly:

    a. use the Subscription Content except as set forth in Section 2;

    b. post any content to the Platform that you are not authorized to post;

    c. share or use the Subscription Content to cheat, or post the Subscription Content, in whole or in part, or any content derived therefrom, to any website, cheat site, database, network, portal or platform that may be used to cheat;

    d. copy the Subscription Content, in whole or in part;

    e. modify, translate, adapt, or otherwise create derivative works or improvements, of the Subscription Content or any part thereof;

    f. combine the Subscription Content or any part thereof with, or incorporate the Subscription Content or any part thereof in, any other programs;

    g. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform, Subscription Content or any part thereof;

    h. remove, delete, alter, or obscure any Shadow Health Marks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Platform, Subscription Content or Documentation, including any copy thereof;

    i. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Platform or Subscription Content or any features or functionality of the Platform or Subscription Content, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service; or

    j. use the Platform, Subscription Content or Documentation for purposes of competitive analysis, the development of a competing software product or service, or any other purpose that is to Shadow Health’s commercial disadvantage.

  5. Violation of Use Restrictions. If Shadow Health reasonably believes that You are in violation of any Use Restrictions set forth in Section 4 or in its Acceptable Use Policy, your access to the Subscription Content may be immediately terminated or suspended in whole or in part.
  6. Intellectual Property Rights. You acknowledge that access to the Platform and the Subscription Content is provided as a Subscription, and not sold, to You. You do not acquire any ownership interest in the Subscription Content, or any other rights to the Subscription Content other than to use the Subscription Content during the Authorized User Subscription Period subject to all terms, conditions, and restrictions. Shadow Health reserves and shall retain its entire right, title, and interest in and to the Subscription Content and all intellectual property rights arising out of or relating to the Subscription Content. You shall safeguard all Subscription Content (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
  7. Use of Information. Subject to our Privacy Policy, Shadow Health may share any information entered into the DCE or posted on the Platform with the Affiliate School and its administrators, including personal information provided by the Authorized User. Shadow Health may also anonymize and aggregate that information for use in further development of the DCE and other Shadow Health products and services. Furthermore, Shadow Health may use any responses, questions or answers You provide when using the Platform and Subscription Content in connection with its legitimate business operations and to create, improve or revise Subscription Content.
  8. Disclaimer of Liability. IN NO EVENT WILL SHADOW HEALTH OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PLATFORM OR SUBSCRIPTION CONTENT. YOU ARE PROVIDED THE SUBSCRIPTION CONTENT PURSUANT TO THIS AGREEMENT AND THE AGREEMENT BETWEEN SHADOW HEALTH AND THE AFFILIATE SCHOOL, SOLELY AT THE AFFILIATE SCHOOL'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY SHADOW HEALTH OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SUBSCRIPTION CONTENT SHALL BE SOLELY TO THE AFFILIATE SCHOOL PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
  9. Export Regulation. The Subscription Content may be subject to export control laws of the United States of America "US"), including the US Export Administration Act and its associated regulations as well U. S. economic sanctions laws and regulations, including but not limited to those administered by the U. S. Department of the Treasury, Office of Foreign Assets Control (OFAC). You shall not, directly or indirectly, export, re-export, or release the Subscription Content to, or make the Subscription Content or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Subscription Content available outside the US.
  10. Governing Law. These Terms of Use are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Florida.

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