(Scroll down to access the Clinical Education Agreement Terms)
TERMS OF SERVICE
Last Updated: December 22, 2023
Please carefully read the following Terms of Service (including any linked or attached terms, collectively, these “Terms” or “Terms of Service”). If you do not agree with these Terms, you must not use the Service (defined below) or any of the goods, products, services, content, features, or functionality available through the Service. By accessing or using the Service or any of the available goods, products, services, content, features, or functionality available through the Service, you represent and warrant that you have the right, permission, and ability to consent to these Terms and you agree that you have read, understand, and fully accept and agree to these Terms. Please print or electronically save a copy of these Terms for your records.
1. INTRODUCTION
1.1 Air Methods Ascend is an experiential, online and easy-to-use virtual environment, offering rich visuals, animations, and videos to engage a variety of learning styles for acquiring the necessary curriculum to renew EMR, EMT, AEMT, paramedic, critical care or flight certifications. Air Methods Ascend, including the Air Methods Ascend website (https://airmethods.thinkific.com/pages/ascend) (the “Website”), all other Ascend websites, mobile applications, platforms and other interactive formats through which the Website is delivered (collectively, the “Service”) are owned, operated and distributed by and on behalf of AMC CE, LLC (“we,” “us,” or “our”).
1.2 These Terms apply to all users of the Service (collectively, “Authorized Users,” “you,” “your,” or “yours,”), including Authorized Users who are only viewing Content (defined below) available on the Service and Authorized Users who have registered to participate in the Courses (defined below) or Webinars (defined below). Authorized Users are comprised of:
a. “Individual Users,” which are individuals with access to the Service who have registered an Account (defined below) on their own behalf or who are registered for an Account by Enterprise Users. Individual User Accounts which are linked to Enterprise Users are subject to the Enterprise Users’ control over such Accounts.
b. “Enterprise Users,” which are organizations or businesses that have access to the Service as administrators of Accounts, and that act on behalf of the Individual Users which they register. Each such Individual User Account under the authority of an Enterprise User shall be considered “linked” to their respective Enterprise Users Accounts for purposes of these Terms.
“Account” means an authorized account on the Service, which has been registered by an Individual User or Enterprise User to access and use the Service pursuant to these Terms. These Terms apply to all Authorized Users, except as otherwise explicitly limited to a category of Authorized Users in these Terms.
1.3 By agreeing to these Terms, you also agree to the following terms and conditions of our affiliate, Air Methods Corporation, which are incorporated herein by reference: Air Methods Privacy Policy (https://www.airmethods.com/privacy-policy/) (the “Privacy Policy”) and Air Methods CCPA Privacy Notice (https://www.airmethods.com/ccpa-privacy-notice/) (collectively, the “Additional Terms”). The Additional Terms shall apply to your use of the Service. To the extent there is any conflict between a term set forth in the Additional Terms and a term set forth in these Terms, the term set forth in these Terms will control.
1.4 We may, at our sole discretion, modify these Terms at any time by posting a new version on the Service. By accessing the Service at any time after such modifications, you are agreeing to such
modifications. We reserve the right to refuse to provide the Service to any person or entity for any reason in whole or in part at any time, with or without prior notice. You agree that by registering, accessing, or using the Service, you are agreeing to these Terms as a legally binding contract with us. If you do not agree to these Terms, do not register for, access, or otherwise use the Service.
2. ACCOUNTS, PASSWORDS AND SECURITY
2.1 If the Service requires you to open or register an Account, you must complete the registration process by providing us with current, complete and accurate information, as prompted by the applicable registration fields. You acknowledge that by providing any information to us which is untrue, inaccurate, not current or incomplete, we and our service providers reserve the right to terminate your access and use of the Service and any access and use of linked Individual Users. You agree to immediately update all information you provide to us upon a change, so that all information on the Service remains current, complete, and accurate. As part of the registration process, you may be asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your Account and password, and for any and all activities and conduct through your Account, including that which is done by you or anyone else.
2.2 You agree to notify us immediately of any unauthorized use of your Account or any other breach of security. You also agree to ensure that you log out of your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. Neither we nor our service providers will be liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge. You may be held liable for any losses incurred by us, our service providers or another party due to someone else using your Account or password. We have the right to terminate any Account at any time in our sole discretion for any reason, including if, in our opinion, you have violated any provision of these Terms.
3. ACCESS AND USE OF THE SERVICE
3.1 Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Service solely as set forth herein. We reserve the right to suspend, terminate, or modify your access to the Service, and any service or material we provide on the Service, including the Website and the Content, in our sole discretion without notice.
3.2 You may terminate your Account at any time; provided, that you will not have any right to a refund, credit, or any other consideration for such termination, except as expressly set forth in Section 13.
3.3 If your Account is linked to an Enterprise User, your access to the Service may be dependent on such Enterprise User maintaining an Account and complying with these Terms, and therefore, your access to the Service depends on such Enterprise User’s compliance herewith. If such Enterprise User fails to pay any fees due to us as required herein, you may experience changes to and lose access to your Account and the Service.
3.4 We do not control the technical performance of the Service, which is the responsibility of our third-party service providers, and therefore, we will not be liable if for any reason all or any part of the Service is inaccessible, unavailable, or malfunctioning at any time or for any period. You can learn more about our third-party service providers and the functionality of the Service at https://www.thinkific.com/terms-of-service/. If you notice a performance issue with any portion of the Service, submit service requests to the [email protected] and the Thinkific Labs, Inc. support email address provided on the Service. From time to time, we may restrict access to all or portions of the Service, to Authorized Users, including to accommodate security patches, upgrades, updates, and unscheduled downtime.
3.5 Upon the termination of your Account for any reason, you will no longer have access to your Account, the Courses, or the Webinars, and all information contained in your Account may be deleted. This information cannot be recovered once your Account is terminated. Upon the termination of your Account or of any Individual User’s Account linked with Enterprise Users, such Individual User Account and all information contained in such Accounts may be deleted. This information cannot be recovered once such
Account is terminated. Termination of an Account only terminates access to the Courses and Webinars and linked Individual Users’ access to the Courses and Webinars, however, it does not terminate any arrangements you have entered with other Authorized Users or third parties that do not involve AMC.
4. ENTERPRISE USER LICENSES
Enterprise Users may add or remove linked Individual Users throughout the Subscription Term (defined below), provided, that AMC will not refund or credit Enterprise Users for any removed linked Individual Users. Enterprise Users may request that AMC provide a progress report for its linked Individual Users’ Courses following the expiration or earlier termination of the Subscription Term. Enterprise Users may, by signing an Order (defined below) with AMC, add linked Individual Users during a Subscription Term, provided, that the then-current fees will apply to added linked Individual Users. The Subscription Term applicable to the added linked Individual Users will be coterminous with the Subscription Term applicable to the existing linked Individual Users. AMC is not a party to any agreement, employment arrangement, or any other relationship between Enterprise Users and linked Individual Users whereby the Enterprise User agrees to provide subscriptions to the Service or linked Individual Users agree to register Accounts and complete Courses or Webinars.
5. COURSES, WEBINARS, AND PATIENT CARE GUIDELINES
5.1 Subject to these Terms, AMC makes AMC and third-party clinical education and other courses available on the Service (collectively, the “Courses” and each a “Course”), including certain specialty training courses, which are accredited by the International Board of Specialty Certification. Certain Courses offered by AMC are designed for Authorized Users who are preparing to renew their emergency medical or clinical certifications. Subject to these Terms, AMC may also make AMC and third-party clinical education, webinars, and live virtual training available on the Service on an ad hoc basis (collectively, the “Webinars” and each a “Webinar”). When an Authorized User successfully completes all such required Courses and associated evaluations, and certain Webinars and associated evaluations, AMC will award applicable Authorized Users with completion certificates (each, a “Certificate”). Individual Users shall complete Courses and Webinars in an ethical manner in compliance with these Terms. AMC issues Certificates in reliance on such Authorized Users providing accurate, complete, and good faith representations that all required Courses and Webinars and associated evaluations were validly completed. The Courses and Webinars are independent of and do not include the patient care guidelines (collectively, “PCGs”) of any specific entity, and AMC does not warrant or guarantee that Authorized Users will meet minimum required standards for clinical competency by taking the Courses and Webinars or receiving a Certificate. Authorized Users are solely responsible for learning and implementing PCGs as applicable to Authorized Users and ensuring that Authorized Users meet minimum required standards for clinical competency.
5.2 Authorized Users are solely responsible for determining the requirements for their clinical certifications, and AMC cannot guarantee that Authorized Users who complete the required Courses and Webinars will pass their certification evaluations. Courses and Webinars are subject to change at any time for any reason, including, without limitation, for changing certification requirements, state or federal nursing board standards, and loss or change in accreditation status.
6. ACCESS TO COURSES AND WEBINARS
Individual Users will receive access to each Course for a period of 1 year from the date on which the Course was paid for, except as otherwise specified in the Order or the applicable Course enrollment page (“Subscription Term”), unless earlier terminated as set forth in these Terms. Access to the Course will expire upon the expiration date of the Subscription Term unless the Individual User or Enterprise User extends access to a Course by purchasing access via the Course enrollment page or upon the execution of a separate Order. The Subscription Term for each Course will not be extended solely based on enrollment and completion of payment for separate Courses.
Individual Users will receive access to each Webinar for a limited period to be determined by AMC on a case-by-case basis.
7. COPYRIGHT, LICENSES AND USER SUBMISSIONS
7.1 All videos, audio, written materials, depictions, simulations, and all other content that we make available to Authorized Users on the Service collectively constitutes “Content,” and includes Third-Party Content (defined below). As between you and us, we are the sole and exclusive owner of the Service (including the Content, the Website and its features, functionality, information, software, text, displays, images, video, and audio, and the design, selection, and arrangement) and all intellectual property rights therein (collectively, “AMC IP”). You acknowledge and agree that, between you and us, any and all work product developed hereunder or in any manner related to the Services, including any deliverables, conceived, created, or developed, including without limitation, all "works of original authorship" and all content, inventions, improvements, enhancements, designs, ideas, processes, techniques, discoveries, or know-how, whether or not patentable or copyrightable, are "works for hire" and become and remain the sole and exclusive property of AMC, and AMC shall be the sole owner of all patents, copyrights and other rights in connection therewith. To the extent any such works are not deemed "works for hire," you hereby assign to AMC, your entire right, title, and interest in any invention, technique, process, device, discovery, improvement, or know-how, whether patentable or not, hereafter made or conceived solely or jointly by the parties hereunder. AMC IP excludes intellectual property which you developed or created, and to which you have all right, title, and interest, prior to registering for the Service. AMC IP shall be considered Confidential Information (defined below), and you may only use AMC IP for purposes of participating in the Service in compliance with these Terms. You shall not use AMC IP or Third-Party Content for the development of any products or services which are competitive to the Service.
7.2 The names, logos, product and service names, designs, and slogans set forth on the Service are our or our affiliates’ trademarks and constitute AMC IP. You must not use such intellectual property without our express prior written permission.
7.3 You may only access the Content through the Service for your non-commercial, personal educational purposes. Any other use of the Service not explicitly permitted by these Terms is strictly prohibited. You may not modify, copy, reproduce, republish, upload, post, transmit, print, download, export, distribute, create derivative works from, license, transfer, sell, or make other use of or disclose in any way and by any means, in whole or in part, in any manner, the Service or any portion thereof, including the Website, the Content, the Webinars, text, graphics, video, audio, code, and software. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Service in breach of these Terms, your right to use the Service will stop immediately and you must destroy all of the materials you have copied, modified, downloaded, or otherwise used. No right, title, or interest in or to the Service or any Content on the Service is transferred to you, and all rights not expressly granted are reserved by us. Any use of the Service not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
7.4 The Service also contains intellectual property and copyright-protected content and material owned and provided by third parties, such as online courses, videos, files, presentations, and other media (“Third-Party Content”). Such Third-Party Content is the property of the parties that provided it and may only be accessed and used by you in accordance to the terms set by its respective owners, as such terms shall be made known to you through links to the relevant web pages of such Third-Party Content owners and licensors, or, as regards to other User Submissions (defined below), as such terms are stipulated in these Terms.
7.5 You may request to upload your Third-Party Content on the Service, and we may accept or reject such request in whole or in part at our sole discretion. Fees due to us for your Third-Party Content will typically be included in your Enrollment Fees and may be charged by AMC separately. If we accept your request to upload your Third-Party Content on the Service, you hereby agree, warrant, and represent that the Third-Party Content: (a) does not in any manner infringe, violate, or misappropriate the rights of any party, including any intellectual property rights, (b) is not harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, tortious or otherwise objectionable as determined by AMC, (c) does not violate any laws, rules, or regulations applicable to the Service, and (d) contains the following notice which is visible to Authorized Users accessing the Third-Party Content “DISCLAIMER: This content is provided
by and entirely the responsibility of [you], and does not necessarily reflect the opinions of AMC CE, LLC or its affiliates.” You shall comply with all of our verbal and written instructions regarding the manners, methods, and limitations of formatting, uploading, and modifying your Third-Party Content. By providing your Third-Party Content, you grant us a worldwide, non-exclusive, sublicensable, transferrable, royalty-free license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute the Third-Party Content in any and all manners on the Service, existing now or later developed. Without limiting the disclaimers otherwise set forth herein, AMC is not responsible for maintaining, monitoring, editing, or removing the Third-Party Content and AMC hereby explicitly disclaims all liability and damage arising out of or related in any manner to your Third-Party Content. AMC may revoke your right to upload, and may immediately remove any and all of, your Third-Party Content at any time, for any reason, in AMC’s sole discretion.
7.6 Content submitted by Authorized Users to the Service, feedback about the Service, and any information submitted (on message boards or other public areas of the Service) are referred to in these Terms as “User Submissions.” Whether or not any User Submission is published, it will be subject to these Terms. AMC does not guarantee and expressly disclaims any confidentiality with respect to all User Submissions. You are solely responsible for your User Submissions and the consequences of posting, submitting, or publishing them. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to your User Submissions (and all content included therein), including the right to authorize AMC to use the User Submissions in the manner contemplated by these Terms.
7.7 By submitting or posting User Submissions on or through the Service, you grant us a worldwide, non-exclusive, sublicensable, transferrable, royalty-free license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute the User Submissions in any and all media or distribution methods, existing now or later developed. This includes, without limitation, making User Submissions available to other companies, or individuals who partner with us for the use, display, broadcast, distribution, or publication of content on other media, as well as using your User Submissions for marketing and sales purposes. You waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. You agree to all such uses of your content with no compensation paid to you. AMC may request Enterprise Users to offer testimonials related to the Courses or Webinars and act as a customer reference for AMC. AMC owns all right, title, and interest in and to all feedback provided by Enterprise Users, their employees, contractors, and representatives related to the Service, the Courses, or the Webinars including, without limitation, feedback provided to AMC via email, and video and audio recordings. AMC may use Enterprise Users’ names, trademarks, and logos for purposes of promoting the Service, the Courses, and the Webinars.
7.8 We neither endorse nor assume any liability for the contents of any User Submission. We generally do not pre-screen, monitor, or edit User Submissions. However, we and our agents have the right at our sole discretion to remove any User Submission or other content that, in our judgment, does not comply with these Terms and any other rules of user conduct for the Service, or is otherwise harmful, objectionable, offensive, or inaccurate. We are not responsible for any failure or delay in removing any such User Submission or other content. You hereby consent to such removal and waive any claim against us arising out of such removal of any User Submission, whether it is your own or another Authorized User’s.
8. CONFIDENTIALITY
All non-public, confidential, or proprietary information ("Confidential Information"), including, but not limited to, any software, code, configurations, modules, trade secrets, specifications, designs, plans, drawings, documents, data, business operations, training materials, video, audio, content, displays, data, research, simulations, scenarios, demonstrations, care guidelines, sales or licensing strategies, strategic vendors, business plans, organizational details, pricing, discounts, promotional strategies, and third party confidential information disclosed by AMC to you or included on the Service, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked or otherwise identified as "confidential," in connection with these Terms or the Service is confidential, solely for your use in accessing and using the Service and may not be disclosed or otherwise used. Enterprise Users shall be entirely responsible for a breach of this Section 8 by their linked Individual Users, employees, directors,
officers, contractors, agents, or representatives. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of any breach of confidentiality, (b) is obtained by you on a non-confidential basis from a third-party that was not restricted from disclosing such information, (c) you establish by written evidence, was in your possession without restriction prior to its disclosure hereunder, (d) was or is independently developed by you without using, relying on, or referencing any Confidential Information, or (e) is required to be disclosed by law or is otherwise legally compelled by a government authority. You agree to use a reasonable degree of care to secure and protect the Confidential Information.
9. ENTERPRISE USERS’ RESPONSIBILITY
Enterprise Users acknowledge and agree to be entirely responsible to AMC, third parties, and Individual Users for all actions and omissions of all Individual Users and associated Accounts linked with the Enterprise Users’ Account. We may suspend, terminate, and modify any and all Accounts of Enterprise Users and linked Individual Users’ for Enterprise Users’ failure to ensure the compliance of linked Individual Users. Without limiting the generality of the foregoing, Enterprise Users shall be entirely responsible for:
a. providing us with current, complete and accurate linked Individual User information;
b. the security and confidentiality of linked Individual Users’ Account information;
c. immediately updating all linked Individual Users’ information upon a change, so that all information on the Service remains current, complete, and accurate;
d. notifying us immediately of any unauthorized use linked Individual Users’ Account or any other breach of security;
e. activities conducted through linked Individual User Accounts, by Authorized Users and unauthorized users; and,
f. linked Individual Users complying with the terms and conditions set forth in Section 2, Section 3, Section 5, Section 7, Section 8, and Section 11.
10. PAYMENT TERMS AND CONDITIONS
10.1 General Payment Terms and Conditions. The terms and conditions set forth in this Section 10.1 will apply to Section 10.2 and Section 10.3. By registering your Account and enrolling in Courses or Webinars, you agree to pay all applicable fees for such Courses and Webinars and any other fees AMC charges for other services, including, without limitation, the posting of your Third-Party Content (collectively, “Enrollment Fees”) as set forth on the Service or as otherwise set forth in an Order. All Enrollment Fees are payable in U.S. Dollars. You are responsible for paying all taxes, levies, duties, and similar government assessments associated with the Service other than U.S. taxes based on our net income. If you are legally entitled to an exemption from payment of any taxes, you shall submit to AMC an exemption certificate and all other legally required documentation of such exemption for each taxing jurisdiction for which you claim a tax exemption prior to enrolling for the Courses or the Webinars.
a. We reserve the right, at any time, to change any fees or charges for using any products or services provided on the Service (or to begin charging fees for any free service) without notice; provided, that we will not change any Enrollment Fees for the Courses during the current, applicable Subscription Term, except as set forth in Section 4.
b. You are responsible for monitoring your transactions and ensuring that payments are correct. You must notify us of any errors in payments made by you within thirty (30) days of the error first appearing on your electronic transaction history. Failure to notify us of such an error in accordance with these Terms will be deemed a waiver of any right to contest any charges.
c. If you are submitting a discount code or similar reduced-price code (“Discount Code”), you represent that: you are authorized to use such Discount Code, the Discount Code is valid and active, and you have not misused the Discount Code.
d. We will not intentionally accept any payment from any persons in any country or on any list prohibited by the Export Laws, nor will we intentionally issue any payments in relation to refunds or credits to any such persons or into any such countries.
e. Notwithstanding anything herein to the contrary, you agree that we may revoke at any time, for any reason or for no reason at all, the licenses and other rights granted herein in our sole and absolute discretion without advance notice or compensation. The suspension, termination, or modification of the Service or your Account will not affect your obligation to pay fees charged hereunder.
10.2 Online Payment Terms and Conditions. You agree that all payments for the Service will be made to our payments processor and provider (the “Provider,” which is currently, Stripe, Inc.), except as set forth in Section 10.3. You hereby authorize us to bill your payment instrument upon confirmation of a purchase through the Provider, and you further agree to pay any charges so incurred. We reserve the right to change the timing of our billing, in particular, as indicated below, if your payment method has not successfully settled. AMC, in its sole discretion, has the right to suspend, terminate, and modify your Account and any linked Individual User Accounts and refuse any and all current or future use of the Service for nonpayment at any time. You agree that for discrepancies, technical difficulties, and all other problems related to your Provider account, Provider’s payment processing, the handling of your payment credit card information, and any other items related to the payments hereunder which are outside of our control, you will solely look to the Provider for technical and customer support, and to seek any claims or remedies therefor.
a. You will be charged for applicable taxes for every credit card transaction submitted through the Provider. You may also be charged processing fees, surcharges, and other fees as set forth on the Service or communicated by the Provider.
b. Provider processes your personal information in accordance with its privacy policy, which may be updated from time to time, currently available at http://stripe.com/privacy. You are solely responsible for reading and understanding the Provider’s terms and conditions that apply to your payments made hereunder (available at http://stripe.com). We reserve the right to change the Provider at any time, in which case you agree to take whatever steps as we may advise and require in order to migrate the payments service to another Provider.
c. You represent and warrant that all information provided to Provider is true and accurate in all material respects. You will be responsible for any loss or liability incurred by us due to activity conducted through a Provider account initiated by you or on your behalf, or using your credentials even if not authorized by you, and we may deduct such losses from your Provider account, or require you to pay such losses to us.
10.3 Purchase Order Payment Terms and Conditions. We may require Enterprise Users to make payments pursuant to a purchase order you execute with us (each, an “Order”) instead of making such payments online with the Provider. If you are required to make Enrollment Fees pursuant to an Order, AMC will invoice you following the mutual execution of an Order, and you shall pay all amounts due thereunder within thirty (30) days following your receipt of the applicable invoice, via electronic payment or other method as required by AMC. To the extent there is any conflict between a term set forth in the Order and a term set forth in these Terms, the term set forth in the Order will control.
11. RULES FOR USE OF SERVICE
When you access the Service, you agree to comply with the following rules for the entirety of your access:
a. You represent and warrant that you are at least 18 years of age. If you are under age 18, you may not use the Service.
b. You must be a human to open an Account. Accounts registered by automated methods are not permitted.
c. As further set forth in Section 2.1, above: you are responsible for maintaining the security of your Account and password; we view any actions taken by your Account as taken by you; we
will not be liable for any loss or damage from your failure to comply with this security obligation; and you must provide and maintain true, accurate, current and complete information about yourself on your Account.
d. You will use the Service only for lawful purposes and agree to not use the Service in any way that will infringe upon the use or rights of AMC or any third-party.
e. Your use of the Service is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Service.
f. You will not upload any copyrighted, trademarked, proprietary materials or other intellectual property on the Service without the express permission of the owner.
g. You understand that Courses and Webinars available through the Service are available to be viewed and accessed by other Authorized Users.
h. You agree that you will not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, or any other form of unauthorized solicitation or communication. You agree not to search the Service to identify and contact any Individual Users in any manner.
i. You will not share Content with any third-party entity or individual. You will not record or otherwise capture and download any live Webinars for any purpose.
j. You will not upload, share, post, distribute or otherwise partake in any behavior that is unlawful, threatening, abusive, harassing, obscene, defamatory, libelous, deceptive, fraudulent, unethical, invasive of another’s privacy, tortious, information that contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), otherwise objectionable, or otherwise violates our rules or policies.
k. You will not partake in any behavior that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other protected class.
l. You will not share software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third-party.
m. You will not impersonate any person or entity, including any of our employees or representatives.
n. You will not use your Account to breach security of another Account or attempt to gain unauthorized access to another Authorized User’s Account, network, or server. Not all parts of the Service may be available to you or other Authorized Users of the Service. You shall not interfere with anyone else’s use and enjoyment of the Service. Authorized Users who violate systems or network security may incur criminal or civil liability.
o. You will not access, tamper with, or use non-public areas of the platform (including content storage), our computer systems or those or our service providers, or the technical delivery systems of our service providers.
p. You will not access or search or attempt to access or search our platform by any means (automated or otherwise) other than through our currently available search functionalities that are provided via the Service. You may not scrape, spider, use a robot, or use other automated means of any kind to access the Service.
q. You will not reverse engineer, disassemble, decrypt or decompile or otherwise attempt to discover the code or underlying structure, ideas, know-how, or algorithms of any software,
platform, or any other technologies supporting the Service, including in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of any portion of the Service.
r. You will not circumvent or attempt to circumvent any limitations imposed on your Account including any license, timing or use restrictions that are built into the software or Service.
s. You will not use the Service to store any sensitive information meaning personal health information, social security or national identification numbers, driver’s license or passport numbers, or genetic or biometric data (collectively, “Sensitive Information”).
t. You will accept all of the terms and conditions, if any, that are presented to you at the time you enroll in or access such Course or Webinar.
u. You may access Content for your information and personal use only.
AMC will not be responsible or liable for any losses or damages resulting from your misuse of the Service, or non-compliance or violation of these Terms, and such action may subject your Account and those of linked Individual User Accounts to suspension, termination, or modification.
12. DATA POLICY
12.1 We may collect personal and private information about you, including, without limitation, your name, age, email address, phone number, address, employer, title, location, bank account and payment credit card information. If you provide such information to us or the Service, you do so voluntarily and we will collect, store and use such information to fulfill our obligations to provide the Service, improve the Service, for marketing, and for other analysis and operational uses. You agree that we and our third-party providers may contact you via email and any other medium of communication you provide to us for purposes of: providing reminders and other information related to your account and the Service, soliciting your feedback and other information, promotional activity, and direct marketing. You can unsubscribe from direct marketing emails at any time pursuant to the terms of the Privacy Policy.
12.2 Our use of your demographic information and any other personal information we collect about you is subject to our Privacy Policy. By using the Service, you consent to our collection and use of personal and private information as outlined therein. Our Website service provider, Thinkific Labs, Inc. collects and uses your information pursuant to its privacy policy, available at https://www.thinkific.com/privacy-policy/, and the Provider collects and uses your information pursuant to its privacy policy, available at https://stripe.com/privacy, and your information may be used by additional third-party service providers pursuant to their respective terms.
13. REFUNDS
If a Course you purchased is not what you expected, you can request that we apply a refund to your Account for such Course in writing within 7 days of paying for the Enrollment Fees for such Course by emailing us at [email protected]. We may delay settlement if we need to conduct an investigation or resolve any suspicious activity or pending dispute related to any transaction or your Account, for the entire time it takes for us to do so. We also may defer settlement or restrict access to your refund as required by law or court order, or if otherwise requested by law enforcement or governmental entity. We reserve the right to apply your refund as a refund credit or a refund to your original payment method, at our sole discretion. No refund is guaranteed, and no refund is due to you if you request it after the 7-day time limit has passed. Further, we reserve the right, in our sole discretion, to limit or deny refund requests in cases where we believe there is abuse, including but not limited due to the following:
a. At least 20% of the Course has been consumed or downloaded by an Authorized User before the refund was requested;
b. Multiple refunds have been requested by an Authorized User for the same Course;
c. Excessive refunds have been requested by an Authorized User; or
d. Authorized Users who have their Account reported, banned or Course access terminated due to a violation of these Terms.
14. DISCLAIMERS; LIABILITY LIMITATION
14.1 To the fullest extent permitted by law, you assume all risk related to and release us, our affiliates, and our and their respective officers, directors, employees, agents, service providers, and their respective successors and assigns (collectively, the “Released Parties”) from any claims or damages of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, associated with any dispute relating to the Service or any transaction or attempted transaction with Provider or another Authorized User of the Service. You agree, understand, and intend that this assumption of risk and release is binding upon you and your heirs, executors, agents, administrators, and assigns.
14.2 All portions of the Service, including AMC IP and Third-Party Content, are provided on an “as-is” and “as-available” basis, without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Without limiting the previous sentence, we make no warranty that: (a) the Service will meet your requirements, (b) the Service will be uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the Service will be effective, accurate or reliable, or (d) the quality of any Course, Webinar, or the Service, or any other products, services, or information purchased or obtained by you from the Service, from us, or our service providers will meet your expectations, or be free from mistakes, errors, or defects.
14.3 The Service may include Third-Party Content, including materials provided by third-party licensors. All statements and opinions expressed in these materials, and all articles and other content, other than the Content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible or liable to you or any third-party, for the content or accuracy of any materials provided by any third parties, including any Third-Party Content. Neither we nor any other related party or service provider shall be liable in any way for any third-party goods or services, or Third-Party Content offered through the Service or for assistance in conducting commercial transactions with Authorized Users of the Service. If the Service contains links to other websites, mobile applications, and resources provided by third parties (“Third-Party Sites”), these links are provided for your convenience only. We have no control over the contents of Third-Party Sites and accept no responsibility for Third-Party Sites or for any loss or damage that may arise from your use of Third-Party Sites. If you decide to access any of the Third-Party Sites or the Third-Party Content, you do so entirely at your own risk and subject to the terms and conditions of use for such websites and such content.
14.4 You understand and agree that temporary interruptions of the Service may occur as normal events. You further understand and agree that we have no control over third-party networks you may access to use the Service, and delays and disruption of other network transmissions are completely beyond our control. While we work to protect the security of your Account and related information, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures.
14.5 We are based in the United States, and the Service is designed solely for use by persons and organizations located in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and risk, and are responsible for compliance with local laws.
14.6 The use of the Service or the downloading or other obtaining of any materials through the Service is done at your sole discretion and risk, and with your agreement that you will be solely responsible for any damage, loss, or loss of data that results from such activities.
14.7 In no event shall we, any of our related companies, the Released Parties, or service providers be liable to you or any third parties for any special, punitive, incidental, indirect or consequential damages of any kind, or any other damages, including, without limitation, those resulting from loss of use, data, or
profits, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of the Service or any website referenced in or linked in the Service. In no event will the total liability of ours or any of our related parties to you or any of your related parties for any and all damages, losses, and causes of action (collectively, “Loss”) exceed the Enrollment Fees paid by you in the twelve months preceding the Loss, for the Course(s) or Webinar(s) which caused such Loss.
14.8 To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.
15. INDEMNIFICATION
15.1 You agree to defend, indemnify, and hold us and the Released Parties harmless from and against all demands, claims, actions, suits, investigations, liabilities, losses, damages, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), that arise directly or indirectly from or out of: (a) your (or your linked Individual Users’) alleged or actual breach or violation of these Terms, (b) your (or your linked Individual Users’) User Submissions, including any allegation that such User Submission violates any applicable law or infringes or otherwise violates any intellectual property rights or other rights of any person, entity or estate, (c) the actions or omissions of third parties in connection with the provision of any component of the Service, including the provision of Third-Party Content, (d) any Claims between your employees or linked Individual Users and you, (e) your (or your Individual Users’) acts or omissions in connection with the Service, including your access and use of the Service and your Provider account, (f) any Individual User’s alleged or actual failure to comply with PCGs or clinical competency standards, or (g) your provision of Third-Party Content. Each Individual User linked with an Enterprise User hereby agrees to look only to such Enterprise User for any intended remedy, damage, or remuneration hereunder and hereby releases and agrees to hold harmless us and the Released Parties from all Claims involving a dispute between such Individual User and such Enterprise User.
15.2 We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
15.3 You acknowledges that you are aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides as follows: “[a] general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” To the extent of the release set forth in these Terms, you hereby waive and relinquish all rights and benefits which you may have under Section 1542 of California Civil Code.
16. ARBITRATION; WAIVER OF JURY TRIAL AND CLASS ACTION
At our sole discretion, we may require you to submit any disputes arising from these Terms or use of the Service, including disputes arising from or concerning the interpretation, violation, invalidity, non-performance, or termination of the Service or your Account, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Colorado law. You hereby consent to the exclusive personal jurisdiction and venue of the state and federal courts in the State of Colorado in connection with any dispute related to these Terms or any of the matters contemplated hereby. Any cause of action or claim you may have arising out of or relating to these Terms or the Service must be commenced within one year after the cause of action accrues. Otherwise, such cause of action or claim is permanently barred. If a claim related to the Service or these Terms proceeds in court, you and we each unconditionally waive any right to a jury trial. You and we also agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class, or representative or private attorney general action or proceeding.
17. RELATIONSHIP OF THE PARTIES
You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you (or your linked Individual Users) and us as a result of your use of your Account. Our relationship with
you (and your linked Individual Users) as set forth in these Terms is that of independent contractors. Nothing in these Terms is intended or shall be construed as creating any kind of partnership, joint venture, or agency relationship between you (or your linked Individual Users) and us. In no event will we or you, or either of our employees, agents or subcontractors, be deemed in any to be employees, agents or subcontractors of the other. You agree not to hold yourself out as a representative, agent or employee of ours and acknowledge that we may not be held liable by reason of any representation, act or omission to act by you.
18. NO REFERRAL CONTINGENCY
You and we agree that the benefits to each hereunder do not require, are not payment for, and are in no way contingent upon the admission, referral, or any other arrangement for the provision of any item or service offered by either us or you in any facility, controlled, managed, or operated by any party to these Terms. It is not the purpose nor is it a requirement of these Terms to offer or receive any remuneration or benefit of any nature or to solicit, require, induce, or encourage the referral of any patient, the payment for which may be made in whole or in part by Medicare, Medicaid or other payor. No payment made or received under these Terms is in return for the referral of patients or in return for the purchasing, leasing, ordering, or arranging for or recommending the purchasing, leasing, or ordering of any goods, service, item, or product for which payment may be made in whole or in part under Medicare, Medicaid or other payor. Neither we nor you shall make or receive any payment that would be prohibited under state or federal law.
19. MISCELLANEOUS
19.1 The following terms shall survive the termination of your use of the Service: Section 2, Section 5, Section 7, Section 8, Section 9, Section 12, Section 14, Section 15, Section 16, Section 17, Section 18, and Section 19.
19.2 These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Colorado.
19.3 These Terms, including the Additional Terms and Order, as applicable, constitute the entire agreement between you and us concerning the Service. If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect. Our failure to insist upon or enforce strict performance of any provision of these Terms or acceptance of fees will not be construed as a waiver of any provision or right to exercise any other right or remedy provided herein, at law, or in equity. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms. We may assign our rights and duties under these Terms to any party at any time without notice to you.
19.4 By agreeing to these Terms (including by signing an Order), you represent and warrant that you have full authority to agree to these Terms and bind yourself or the applicable contracting entity to these Terms.
19.5 Most communication between us and you will be sent and received electronically. You agree that all electronic communication from us to you shall satisfy any legal requirements that such communications be in writing.
19.6 If you have questions, concerns, and feedback about the Service, email us at [email protected].
CLINICAL EDUCATION AGREEMENT TERMS
Last Updated: December 22, 2023
Please carefully read the following Clinical Education Agreement (including any linked or attached terms, collectively, this “Agreement”). If you do not agree with the Agreement, you must not sign the Order (defined below) or any of the goods, products, services, content, features, or functionality available through the Services (defined below). By accessing or using the Services or any of the available goods, products, services, content, features, or functionality available through the Services, you represent and warrant that you have the right, permission, and ability to consent to this Agreement and you agree that you have read, understand, and fully accept and agree to this Agreement. Please print or electronically save a copy of this Agreement for your records.
This Agreement dated as of the date of the last signature on the Order (the “Effective Date”), is entered into by and between AMC CE, LLC, a Delaware limited liability company, with offices located at 5500 S. Quebec St., Ste. 300, Greenwood Village, Colorado 80111 (“AMC”) and “Customer,” identified on the Order (together with AMC the “Parties,” and each a “Party”).
WHEREAS, AMC has the capability and capacity to provide flight line readiness and critical care clinical education services; and,
WHEREAS, Customer desires to retain AMC to provide such services, and AMC is willing to perform such services pursuant to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. CLINICAL EDUCATION SERVICES
1.1 AMC shall provide the selected clinical education services set forth on the Purchase Order(s) which are mutually executed by the Parties (each, an “Order,” and collectively, “Orders”), each of which is incorporated herein by reference (collectively, the “Services”). The Services shall be provided to Customer’s designated trainees (each, a “Trainee”) at AMC’s training center located at 5500 S. Quebec St., Greenwood Village, Colorado 80111 or another location provided by AMC or the Customer (the “Training Center”). The Services include the following clinical education, as set forth on the Order:
(a) “Flight Line Readiness” is a five (5) day, didactic and simulation-based readiness course for clinicians preparing to work in the air medical profession. The course includes flight crew training as approved by the Federal Aviation Administration, high-fidelity simulation equipment, interactive mannequins, virtual reality tools, and cadaver labs.
(b) “Critical Care Readiness” is a three (3) day, didactic and simulation-based readiness course for clinicians preparing to work in critical care. The course includes high-fidelity simulation equipment interactive mannequins, virtual reality tools, and cadaver labs.
(c) “Simulation Lab” and “Cadaver Lab” are two (2) day, didactic and simulation-based readiness course for clinicians completing recurrent clinical training. The course includes high-fidelity simulation equipment interactive mannequins, virtual reality tools, and cadaver labs.
(d) “Custom Training” is a non-standard clinical education course designed by AMC in cooperation with the Customer.
The foregoing standards are typical to each applicable course, provided, however, that length and substance of each course is subject to change, including, without limitation, based on Customer requests, AMC requirements, and other factors. There will be no force or effect to any different terms of any related purchase order or similar form provided by Customer or any terms which Customer adds to an Order, even if such form or Order is signed by the Parties.
1.2 Customer shall select training dates which were proposed by AMC at least forty-five (45) days prior to the scheduled commencement of such training (each, a “Training Session”). Customer shall submit a written request to AMC to reschedule a Training Session at least thirty (30) days prior to the first day of the applicable Training Session. If AMC accepts such request, which is subject to availability, Customer shall pay for any Adjustments (defined below) caused by such change. In order to cancel a Training Session, Customer shall provide written notice to AMC at least thirty (30) days prior to the first day of the applicable Training Session. Customer shall not be entitled to any refund, credits, or other consideration hereunder for cancelled Training Sessions. Notices required pursuant to this Section may be made via email to a representative designated by AMC.
1.3 AMC may reschedule or cancel Training Sessions for any reason by providing written notice to Customer at least thirty (30) days prior to the first day of the applicable Training Session. AMC shall provide a refund to Customer for prepaid amounts attributable to Training Sessions which were cancelled by AMC pursuant to this Section. The foregoing is Customer’s sole and exclusive remedy for such rescheduling and cancellation, and Customer will not be entitled to any other refunds, credits, or other consideration hereunder.
1.4 AMC provides certain training curriculum which has been accredited by the Commission on Accreditation for Pre-Hospital Continuing Education (“CAPCE”). Customer hereby acknowledges that the Services are independent of and do not include Customer’s patient care guidelines (collectively, “Customer PCGs”), and AMC does not warrant or guarantee that Trainees will meet minimum required standards for clinical competency. Customer is solely responsible for training the Trainees on Customer PCGs and ensuring that the Trainees meet minimum required standards for clinical competency.
1.5 Nothing in this Agreement shall be construed to prevent AMC from performing for itself or third parties any services that are similar to or identical to the Services.
2. CUSTOMER OBLIGATIONS Without limiting the generality of Customer’s obligations set forth herein, Customer shall be responsible for all of the following obligations:
2.1 Designate one of its personnel to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Customer Contract Manager”) and provide the following contact information for the Customer Contract Manager: email address (including a shared accounts payable email address if applicable) and phone number. Customer shall require that the Customer Contract Manager respond promptly to any reasonable requests from AMC for instructions, information, or approvals. Customer shall immediately notify AMC if the Customer Contract Manager changes.
2.2 Verify that all Trainees: (a) are employees or contractors of Customer or its Affiliates, in “good-standing” pursuant to employee handbooks, codes of conduct and other employment policies, (b) have passed formal background checks prior to the Training Session, (c) have been screened for exclusion on the Office of the Inspector General list, and (d) have had their state professional licensure or certification verified. “Affiliates” means any entity controlling, controlled by, or under common control, with such entity, existing now or in the future.
2.3 Cause all Trainees to comply with AMC’s access, security, safety, and other policies, regulations, and rules while at the Training Center throughout the Training Sessions.
2.4 In case of a Trainee becoming ill or injured while participating in the Training Sessions, Customer shall be responsible for Trainees’ medical care and treatment, including transportation. In no event will AMC be financially responsible for such medical care and treatment.
2.5 Be entirely responsible to AMC and third parties for the actions and omissions of Trainees during all Training Session activities. If, in the reasonable opinion of AMC, a Trainee does not demonstrate a high degree of professionalism and ethical conduct during the Training Session, AMC may remove such Trainee from any portion of the Training Session, and require Customer to immediately, at its sole cost and expense, organize the return transportation for such Trainee. The foregoing shall not limit AMC from taking any other actions which are appropriate, in AMC’s sole discretion, for the safety and effectiveness of the Training Sessions.
3. FEES AND EXPENSES
3.1 In consideration of the Services to be performed under this Agreement, Customer shall pay to AMC the fees set forth on in the Orders (collectively, the “Training Fees,” together with any other amounts due hereunder, the “Fees”). AMC shall invoice Customer following the mutual execution of each Order, and Customer shall pay all amounts due thereunder within thirty (30) days following Customer’s receipt of the applicable invoice. For recurring annual Training Fees, AMC shall also invoice Customer on each subsequent annual anniversary of the Order Effective Date. Customer shall also reimburse AMC for additional fees, charges, taxes, and other costs attributable to rescheduled, modified, and cancelled Training Sessions and travel reservations (collectively, “Adjustments”). AMC shall invoice Customer for any Adjustments as such costs arise, and Customer shall pay such invoice within thirty (30) days following Customer’s receipt of the applicable invoice.
3.2 The Party selected in an Order shall be responsible for paying the following Training Session expenses for each Trainee: (a) round trip, economy (or equivalent) air fare to and from Denver, Colorado or the applicable Training Center location, (b) hotel accommodations for the number of days of the Training Sessions, (c) ground transportation arrangements to and from the airport, the hotel, and the Training Center, (d) meals for each day of the Training Sessions, and (e) all taxes, levies, duties, and similar government assessments which are attributable to the foregoing.
3.3 Customer shall be entirely responsible for, any and all other fees, charges, taxes, and other liability related to amounts not explicitly set forth in Section 3.2, including, without limitation, rescheduled, cancelled, or missed flights or ground transports, hotel charges, and personal expenses, all of which constitute “Adjustments.”
3.4 To the extent that AMC is responsible for travel and accommodations, AMC will, at its cost and expense, attempt to re-book reservations which were cancelled or rescheduled by air carriers, ground transportation providers, and hotels. The Parties shall mutually agree on a rescheduled Training Session.
3.5 If Customer is legally entitled to an exemption from payment of any taxes, Customer shall submit to AMC an exemption certificate and all other legally required documentation of such exemption for each taxing jurisdiction for which it claims a tax exemption on or before the Effective Date.
4. TERM, TERMINATION, AND SURVIVAL
4.1 This Agreement shall commence as of the Effective Date, shall continue thereafter until all Orders expire or are terminated (the “Term”).
4.2 Each Order shall commence upon the mutual execution of the Order, shall continue thereafter for the term set forth in such Order (“Initial Term”), and shall automatically renew for one
(1) year periods, (each, a “Renewal Term” and together with the Initial Term, the “Order Term”), unless either Party provides written notice of its intent not to renew at least ninety (90) days’ prior to the expiration of the current term, or as otherwise terminated pursuant to this Section. All Orders will automatically terminate upon the termination of this Agreement.
4.3 Either Party may terminate this Agreement and any Orders hereunder by giving written notice to the other Party (the “Defaulting Party”), if the Defaulting Party does any of the following:
(a) Breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach.
(b) Becomes insolvent or subject to any proceeding under any bankruptcy law which is not dismissed or vacated within sixty (60) days after filing, is dissolved or liquidated, makes a general assignment for the benefit of creditors, or has a receiver, trustee, custodian, or similar agent appointed by order of any court to take charge of or sell any material portion of its property or business.
4.4 Without limiting its rights pursuant to Section 4.2, AMC may immediately terminate this Agreement and any Orders hereunder: (a) if Customer fails to pay any outstanding amounts following ten (10) days’ written notice (email sufficient) from AMC that such amounts are outstanding, (b) if Customer fails to comply with the notice or timing requirements set forth in Sections 1.2 and 1.3, or (c) following a breach of Sections 6 or 10.
4.5 AMC may terminate this Agreement and any Orders hereunder upon ninety (90) days’ prior written notice for any reason; provided, however, that AMC shall provide a refund to Customer for prepaid amounts attributable to Training Sessions which were cancelled by AMC pursuant to this Section 4.5. The foregoing is Customer’s sole and exclusive remedy for such cancellation, and Customer will not be entitled to any other refunds, credits, or other consideration hereunder.
5. INTELLECTUAL PROPERTY Between the Parties, AMC owns all right, title, and interest in and to all Services, training materials, and presentations provided hereunder, including, without limitation, written materials, graphics, depictions, and instructions (collectively, “AMC IP”). The Parties acknowledge and agree that any and all work product developed hereunder, including any deliverables, conceived, created, or developed during the term of the Agreement, including without limitation, all “works of original authorship” and all content, inventions, improvements, enhancements, designs, ideas, processes, techniques, discoveries, or know-how, whether or not patentable or copyrightable, are “works for hire” and become and remain the sole and exclusive property of AMC, and AMC shall be the sole owner of all patents, copyrights and other rights in connection therewith. To the extent any such works are not deemed “works for hire,” Customer hereby assigns to AMC, Customer's entire right, title, and interest in any invention, technique, process, device, discovery, improvement, or know-how, whether patentable or not, hereafter made or conceived solely or jointly by the Parties hereunder. AMC IP shall be considered Confidential Information (defined below), and Trainees may only use AMC IP for purposes of participating in the Training Session. Trainees and Customer shall not use AMC IP for the development of any products or services which are competitive to the Services.
6. CONFIDENTIALITY All non-public, confidential, or proprietary information (“Confidential Information”) of Customer and AMC, including, but not limited to, any trade secrets, specifications, designs, plans, drawings, documents, data, business operations, pricing, discounts, training materials, content, displays, data, research, simulations, scenarios, demonstrations, and care guidelines, disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for Disclosing Party’s and its employees’, directors’, officers’, contractors’, agents’, and representatives’ use in performing this
Agreement and may not be disclosed or used unless authorized by Disclosing Party in writing. Each Party shall be entirely responsible for a breach of this Section by its employees, directors, officers, contractors, agents, or representatives. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of any breach of confidentiality, (b) is obtained by Receiving Party on a non-confidential basis from a third party that was not restricted from disclosing such information, (c) Receiving Party establishes by written evidence, was in Receiving Party's possession prior to its disclosure hereunder, (d) was or is independently developed by Receiving Party without using, relying on, or referencing any Confidential Information, or (e) is required to be disclosed by law or is otherwise legally compelled. Receiving Party shall use a reasonable degree of care to secure and protect the Disclosing Party’s Confidential Information.
7. INDEMNIFICATION; LIABILITY LIMITATIONS Customer hereby indemnifies, defends, and holds harmless AMC and its officers, directors, members, managers, shareholders, partners, employees, agents, Affiliates, successors, and assigns (collectively, the “Indemnified Parties”) against any and all losses, damages, liabilities, claims, actions, judgments, settlements, penalties, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising out of or resulting from any claim of a third party, Customer, or Trainee in connection with: (a) the actions and omissions of the Trainees, (b) the negligence or higher culpability of Customer, its employees, contractors, or agents, (c) any Trainee’s alleged or actual failure to comply with Customer PCGs or clinical competency standards, or (d) any Trainee’s claim against AMC based on joint employer liability. In no event shall either Party be liable for any special, punitive, incidental, indirect, or consequential damages of any kind whether or not the Party has been advised of the possibility of such damages, and on any theory of liability. Further, in no event shall the total liability of AMC hereunder for any damages exceed the amount of Fees paid by Customer in the twelve (12) months prior to the event giving rise to the claim.
8. INSURANCE
8.1 Throughout the Term, Customer shall, at its own expense, maintain and carry insurance in full force and effect: (a) commercial general liability with limits no less than $1 million per occurrence and $2 million in the aggregate, which policy will include contractual liability coverage insuring the activities of Customer under this Agreement, and (b) workers' compensation insurance to the extent required by law. The certificate of insurance shall name AMC and its lessor as an additional insured. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against AMC’s insurers and AMC or the Indemnified Parties. Customer shall provide to AMC certificates of insurance evidencing the foregoing coverages prior to the first Training Session, and on an annual basis promptly following the renewal of each policy.
8.2 Throughout the Term, AMC shall, at its own expense, maintain and carry insurance in full force and effect: (a) commercial general liability with limits no less than $1 million per occurrence and $2 million in the aggregate, and (b) workers' compensation insurance covering its employees for as required by law.
9. MARKETING Following AMC’s reasonable request, Customer agrees to offer testimonials related to the Training Sessions and act as a customer reference for AMC. AMC owns all right, title, and interest in and to all feedback provided by Customer, its employees, contractors, and representatives related to the Services. AMC may use Customer’s name, trademarks, and logos for purposes of promoting AMC clinical education services.
10. FORCE MAJEURE Except with respect to Customer’s obligation to pay AMC as set forth in Section 4, neither Party (the “Impacted Party”) shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such Impacted Party's failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”) flood, fire, earthquake, explosion, war,
hostilities, civil unrest, government order, law, or action, national or regional emergency, and other events beyond the control of the Impacted Party.
11. INDEPENDENT CONTRACTOR The relationship of the Parties as set forth in this Agreement is that of independent contractors. Nothing in this Agreement is intended or shall be construed as creating any kind of partnership, joint venture, or agency relationship between the Parties. Neither Party nor its employees, agents or subcontractors, if any, shall in any way be deemed to be employees, agents or subcontractors of the other Party. AMC has no right or duty to supervise, manage, control, or direct Trainees in the course of their employment or contractual relationship with Customer or its Affiliates. No workers’ compensation or unemployment compensation insurance has been or will be obtained by AMC on account of the Trainees. Customer agrees to provide workers’ compensation coverage and unemployment compensation for the applicable Trainees, including coverage during their participation in the Training Sessions. AMC shall define the scope of the Training Sessions and Customer shall exercise independent judgment regarding the manner in which the Trainees participate in the Training Sessions. Neither Customer nor the Trainees shall have any right or authority to assume or create any obligation of any kind or to make any representation or warranty on behalf of AMC, whether express or implied, or to bind AMC in any respect.
12. NOTICES All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the other Party at its address first set forth above (or to such other address that the receiving Party may designate from time to time in writing and in accordance with this Section). Unless otherwise set forth herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail, in each case, return receipt requested, postage prepaid. Except as otherwise provided in this Agreement, a Notice is effective upon receipt by the receiving Party, if the Party giving the Notice has complied with the requirements of this Section. If email Notice is permitted pursuant to the terms of this Agreement, such Notice shall only be effective upon AMC’s acknowledgement of receipt of such Notice.
13. NO EXCLUDED PROVIDERS Customer represents and warrants that it does not employ or contract with any individual or entity who is excluded from participation in Medicare or any federal health care program under sections 1128 and 1128A of the Social Security Act or as defined at 42 U.S.C. § 1320a-7b(f). Customer represents and warrants that Customer is not excluded from participation in any federal health care program as defined at 42 U.S.C. § 1320a-7b(f). Customer will notify AMC immediately in the event Customer is excluded from participating under Medicare or any other governmental program at which time AMC will have the right to immediately terminate this Agreement.
14. COMPLIANCE WITH LAW Each Party hereby represents that it is in compliance with and shall comply with all applicable laws, regulations, and ordinances, and it has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
15. NO REFERRAL CONTINGENCY The Parties agree that the benefits to each hereunder do not require, are not payment for, and are in no way contingent upon the admission, referral, or any other arrangement for the provision of any item or service offered by either Party in any facility, controlled, managed, or operated by any Party. It is not the purpose nor is it a requirement of this Agreement to offer or receive any remuneration or benefit of any nature or to solicit, require, induce, or encourage the referral of any patient, the payment for which may be made in whole or in part by Medicare, Medicaid or other payor. No payment made or received under this Agreement is in return for the referral of patients or in return for the purchasing, leasing, ordering, or arranging for or recommending the purchasing, leasing, or ordering of any goods, service, item, or product for which payment may be made in whole or in part under Medicare, Medicaid or other payor. No Party shall make or receive any payment that would be prohibited under state or federal law.
16. SEVERABILITY If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
17. AMENDMENTS AMC may modify the terms of this Agreement at any time by posting a new version on the Air Methods Ascend website (https://airmethods.thinkific.com/pages/ascend). Notwithstanding the foregoing, Customer and AMC shall be bound by the version of the terms of this Agreement which were in effect on the Air Methods Ascend website at the time the Parties executed the Order, except as otherwise amended, modified, or supplemented by mutual written agreement of the Parties.
18. CUMULATIVE CLAIMS; WAIVER All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving.
19. ASSIGNMENT Customer shall not assign, transfer, or subcontract any of its rights or obligations under this Agreement, without the prior written consent of AMC. Any purported assignment or delegation in violation of this Section shall be null and void, and no assignment shall relieve Customer of any of its obligations hereunder.
20. ENTIRE AGREEMENT This Agreement, including and together with any related purchase orders, statements of work, exhibits, schedules, attachments, and appendices signed by Customer and AMC, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
21. SURVIVAL The rights and obligations of the Parties set forth in Section 1.4, Section 1.5, Sections 2-3, Sections 5-9, Sections 12-17, Section 19, and Section 23, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
22. AUTHORITY TO BIND; SUCCESSORS AND ASSIGNS By signing the Order, Customer’s signatory representative hereby represents and warrants that they have full authority to agree to and bind the Customer to this Agreement. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.
23. NO THIRD-PARTY BENEFICIARIES This Agreement benefits solely the Parties and their respective successors and permitted assigns and nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
24. CHOICE OF LAW; FORUM; FEES This Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Colorado, without giving effect to the conflict of laws provisions thereof. The Parties hereby consent to the personal jurisdiction and venue of the state and federal courts in the State of Colorado.
25. ADDITIONAL TERMS By agreeing to this Agreement, Customer also agrees to the following terms and conditions of our affiliate, Air Methods Corporation, which are incorporated herein by reference: Air Methods Privacy Policy (https://www.airmethods.com/privacy-policy/) (the “Privacy Policy”) and Air Methods CCPA Privacy Notice (https://www.airmethods.com/ccpa-privacy-notice/) (collectively, the “Additional Terms”). The Additional Terms shall apply to Customer’s use of the Services. To the extent
there is any conflict between a term set forth in the Additional Terms and a term set forth in this Agreement, the term set forth in this Agreement will control.
26. COUNTERPARTS This Agreement, through the execution of the Order, may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
27. EXECUTION OF ORDER; CONFLICT By signing the Order, Customer agrees to all of the terms and conditions of this Agreement, which are hereby incorporated in their entirety into the Order. To the extent that there is a conflict between a term set forth in an Order which has been executed by AMC and a term set forth in this Agreement, the term set forth in the Order will control.