Enter valid login details below for the Portal.
THE CLICK-THROUGH AGREEMENT
This Agreement (the “Agreement”) contains the terms and conditions upon which Baxter Healthcare Corporation, a Delaware corporation, on behalf of itself and its affiliates (“Baxter”), grants to you (“Licensee”) a limited license to access and use The Education and Evaluation Portal (the “Portal”) and certain training resources/learning materials contained within the Portal (the “Materials”). Please read this Agreement carefully. By clicking “AGREE AND LOGIN”, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.
IF YOU ARE ENTERING INTO THIS AGREEMENT WITHIN THE SCOPE OF YOUR EMPLOYMENT OR IN CONNECTION WITH YOUR ENGAGEMENT AS AN INDEPENDENT CONTRACTOR, THEN THE TERM “LICENSEE” INCLUDES YOUR EMPLOYER OR PRINCIPAL CONTRACTOR, AS APPLICABLE, AND YOU WARRANT AND REPRESENT TO BAXTER THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH EMPLOYER’S OR PRINCIPAL CONTRACTOR’S BEHALF.
SECTION 1: PURPOSE OF THE PORTAL AND MATERIALS
The Portal and its Materials contain information about Baxter Renal Acute systems and products.
Licensee acknowledges and agrees that all Materials (e.g., tutorials, training sessions, etc.) contained on this Portal have been developed solely as a training and assessment aid. These Materials are NOT intended to replace any operator‘s manuals, nor to release the Licensee from its obligation to review and comply with said manuals. Furthermore, Licensee agrees to fully comply with indications for use and instructions on the labeling.
Baxter provides this Portal and the Materials, including without limitation, any services, information, content and/or data contained therein (collectively, “Information”) for informational and educational purposes only. Baxter does not provide any medical advice on this Portal and in the Materials, and the Information should not be so construed or used. Using, accessing and/or browsing this Portal, its Materials and/or providing personal or medical information to Baxter does not create a physician-patient relationship between Licensee and Baxter or replace the services of a licensed, trained physician or healthcare professional. Licensee must not rely on the information on this Portal and in the Materials as an alternative to medical advice from Licensee’s doctor or other professional healthcare provider. If Licensee has any specific questions about any medical matter Licensee should consult its doctor or other professional healthcare provider.
SECTION 2: LICENSE GRANT
The Portal and its Materials are developed and owned by Baxter and Baxter hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, non-transferrable, limited license (without the right to grant sub-license) to access and use the Portal and the Materials for the sole purpose stated herein, subject to the terms and conditions of this Agreement. Certain Materials on this Portal may be downloadable, as designated by Baxter, subject to the limited use, proprietary rights and confidentiality obligations stated in this Agreement.
SECTION 3: LIMITED USE; PROPRIETARY RIGHTS
3.1The access to the Portal and its Materials is furnished to Licensee for the sole purpose of enabling Licensee to use it as a product training and assessment resource, as described in Section 1. Licensee shall access and use the Portal and its Materials solely for such purpose, and shall not, without the prior written approval of Baxter, use or allow any third party to access and/or use the Portal or the Materials for any other purpose. Without limiting the generality of the foregoing, Licensee shall not utilize the Portal and/or the Materials in connection with the development or maintenance of any product or application or permit any third party to do so.
3.2.This Agreement conveys to Licensee only a limited license to use the Portal and/or its Materials, fully revocable in accordance with the provisions of this Agreement. Except for the limited license granted herein, Licensee does not receive and shall not assert any right, title, or interest in or to the Portal and/or the Materials or any intellectual property embodied therein.
3.3.All content and images on the Portal and in the Materials are owned or licensed by Baxter International Inc. or its affiliates. Unauthorized use of such images and content is prohibited. Nothing contained herein shall be construed as conferring any license or right under any Baxter patent, copyright or trademark or other intellectual property rights in the Portal and the Materials. Baxter claims and reserves to itself and its licensors all rights and benefits in the Portal and the Materials afforded under applicable US and international copyright laws and conventions.
3.4.Licensee shall devote its best efforts, consistent with the practices and procedures under which it protects its own most valuable proprietary information and materials, to protect the Portal and the Materials against any unauthorized or unlawful use or copying.
3.5.Licensee shall make no copies of the Materials except for those necessary to fulfill the purpose of this Agreement.
3.6.Upon the earlier of termination of the Agreement or Licensee’s permanent cessation of use of the Portal and the Materials, Licensee shall either: (a) immediately return the Materials to Baxter, or (b) promptly and completely destroy all copies of all or any part of the Materials in any form, whether electronic, printed, or otherwise, and provide written confirmation of same to Baxter.
SECTION 4: TOOL DISCLAIMER; LIMITATION OF LIABILITY
4.1.WHILE REASONABLE EFFORTS ARE MADE TO ENSURE THAT THE CONTENTS OF THE PORTAL ARE ACCURATE, THE PORTAL AND ITS MATERIALS ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTY THAT THE PORTAL AND THE MATERIALS WILL BE KEPT UP TO DATE, OR THAT THE PORTAL AND THE MATERIALS WILL ALWAYS BE AVAILABLE FOR USE. BAXTER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PORTAL AND THE MATERIALS (INCLUDING ANY OTHER DATA, INFORMATION, OR OTHER RELATED MATERIAL FURNISHED TO LICENSEE HEREUNDER), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
4.2IN NO EVENT WILL BAXTER OR ITS AFFILIATES BE LIABLE FOR ANY PERSONAL INJURY, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF PROFITS, CONTRACTS, GOODWILL, DATA, INFORMATION, INCOME, ANTICIPATED SAVINGS OR BUSINESS RELATIONSHIPS, WHETHER OR NOT BAXTER OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS PORTAL, OR ITS MATERIALS.
SECTION 5: CONFIDENTIALITY
Licensee shall not disclose to any third party any of Baxter’s proprietary information, including, without limitation, the Portal, the Materials and their contents.
SECTION 6: INDEMNITY
Licensee agrees to reimburse, defend, indemnify and hold Baxter, its present and future affiliates, employees, agents and successors and assigns harmless from, against and in respect of, any and all claims or losses caused by, resulting from or arising out of Licensee’s use of the Portal or the Materials including without limitation those arising on account of any injury or death of persons or damage to property.
SECTION 7: TERMINATION
7.1.Baxter may terminate this Agreement without cause at any time.
7.2.This Agreement and Licensee’s authorization to use the Portal and the Materials shall terminate automatically if Licensee fails to comply with any provision of this Agreement.
7.3.Sections 1-2, 3.3-3.6, and 4-8 shall survive termination or expiration of this Agreement shall remain binding upon the parties in perpetuity.
SECTION 8: MISCELLANEOUS
8.1.Baxter may, from time to time, make revisions to this Agreement at any time, at Baxter’s sole discretion, and continued use may require acceptance of revised terms.
8.2This Agreement shall be governed by the laws of the State of New York without reference to any conflict of law principles.
8.3The obligations of this Agreement are personal to Licensee. Licensee may not assign or transfer its rights and/or obligations under this Agreement without the prior written consent of Baxter.
8.4Nothing in this Agreement shall be deemed or construed to convey any rights of third-party beneficiaries on any person.
Last updated on 2016/04/22 - 16:16