Terms and Conditions for Clinics

The following Terms and Conditions for Clinics apply between AMBOSS SE, Torstrasse 19, 10119 Berlin, Germany ("AMBOSS") and the respective clinic (“Institutional Partner”, AMBOSS and the Institutional Partner individually “Party” and together “Parties”) alongside the agreed commercial details (“Commercials”) as part of the institutional licensing agreement (“Agreement”) concluded between the Parties with regard to the online knowledge and learning program “AMBOSS” ("AMBOSS Program").

1. Term & Renewal. The Agreement shall remain in effect for the Initial Contract Term specified in the Commercials and any authorized renewals or extensions thereof (the Initial Contract Term and any authorized renewals or extensions thereof together “Contract Term”). Either Party may terminate the Agreement upon thirty (30) calendar days’ prior written notice to the other Party, if the other Party ceases to carry on operations as contemplated by this Agreement, makes an assignment for the benefit of creditors, is adjudged bankrupt or insolvent, has a receiver appointed over its assets, or becomes subject to any similar action in consequence of debt. In addition, failure by either Party to comply with any material term or condition of this Agreement shall constitute default. The non-defaulting Party shall be entitled to give written notice to the defaulting Party, requiring it to cure the default. The notice shall include a detailed description of the act or omission that constitutes default. If (a) the defaulting Party has not cured the default within thirty (30) calendar days after receipt of the notice or (b) if the default is not reasonably curable within such 30-day period and the defaulting Party has not taken commercially reasonable measures within such 30-day period to begin curing the default and fails to work diligently thereafter to cure the default, the non-defaulting Party may terminate this Agreement by giving written notice to take effect upon receipt. Except as set forth above, this Agreement may not be terminated during the Contract Term.
2. Payment & Taxes. Payment shall be made in accordance with the agreed License Fee. The Institutional Partner shall be responsible for the payment of all applicable taxes, duties, or other charges arising from or related to the services provided under this Agreement (exclusive of taxes based on AMBOSS net income or corporate franchise). The final price will be determined based on the Institutional Partner’s location and the applicable tax rate. Unless otherwise agreed, payment in full, plus taxes if applicable, is due within thirty (30) days of the invoice date.
3. Activation of Access. Access to the AMBOSS Program for use in accordance with these Terms and Conditions shall be activated upon conclusion of the Agreement and receipt of payment. If AMBOSS activates access to the AMBOSS Program before receipt of payment, payment must be received within forty-five (45) days of activation or AMBOSS reserves the right to suspend or terminate access until payment is received.
4. Authorized Use. The AMBOSS Program is authorized for use by the categories and numbers of students, healthcare professionals and/or employees of the Institutional Partner specified in the Commercials or any amendment thereto ("Authorized Users"). In order to use the AMBOSS Program through an institutional license, Authorized Users must create an AMBOSS account and activate their AMBOSS access, including agreeing to the AMBOSS Terms of Use. In no event may the Institutional Partner provide AMBOSS access to or tolerate the provision of AMBOSS access by any third parties to (i) persons outside the category of users agreed, (ii) more than the number of users agreed, or (iii) two or more persons for joint use. In each of these cases, AMBOSS is entitled to charge the Institutional Partner for any use that exceeds the scope agreed in the Commercials. The AMBOSS Program is for educational and informational purposes only, commercial use is not permitted. It may only be used in accordance with copyright and other applicable laws. There are no third-party beneficiaries to this Agreement.
5. Usage Rights. AMBOSS grants the Authorized Users who have been provided with AMBOSS access through the Institutional Partner and activated such access a simple, non-transferable right to use the contents of the AMBOSS Program covered by the Agreement for the duration of the Contract Term, but only as long as they are authorized and authenticated for use. The granting of the rights is subject to the condition precedent of full payment of the agreed License Fee by the Institutional Partner. As between the Parties, AMBOSS shall at all times retain all right, title and interest in and to the AMBOSS Program and the corresponding services.

If the Institutional Partner and AMBOSS have agreed to an additional function that allows Authorized Users who perform an educator function at the Institutional Partner (“Educators”) to select any questions from the Qbank or other AMBOSS content and compile the links in a certain manner (e.g. so-called “University Sessions" or “Assignments”), this does not permit the copying of AMBOSS content. Any possibilities of self-assessments provided via the AMBOSS Program are for educational purposes only and cannot be used for official certification.

1. Disclaimer.
   1. All information provided in the AMBOSS Program refers to the medical standard in the United States of America, including, without limitation, standards for diagnostic and/or therapeutic procedures, even though this may differ in other countries. Similarly, all information provided in the AMBOSS Program with regard to the use of commercial medical products refers to the regulatory approval status of the respective commercial medical product in the United States of America, even though this may differ in other countries.
   2. AMBOSS adds new and/or updated content to the AMBOSS Program in a structured, collaborative process. However, the AMBOSS Program cannot contain a comprehensive, up-to-date presentation of all medical information.
   3. Information contained in the AMBOSS Program does not constitute binding diagnostic, treatment and therapy suggestions. Diagnostic, treatment and therapy decisions as well as other patient care decisions derived from the use of the AMBOSS Program are the sole responsibility of the respective user. The use of the AMBOSS Program does not release the user from his obligation to make decisions on his own responsibility on the basis of the current state of science and research. In this respect, the information contained in the AMBOSS Program must be reviewed in relation to the specific individual case, taking into account individual patient characteristics.
   4. If the user displays a translation of the AMBOSS content in a language other than English within the AMBOSS Program, this is an automated machine translation using an interface to an AI-supported translator. The translated content is not part of the AMBOSS Program. AMBOSS itself does not perform the translation and cannot check the translated content for a medical review. Translation errors cannot be excluded.
   5. Where AMBOSS provides calculators for determining clinical measures, the formulas used are based on renowned studies. However, AMBOSS is not in any way liable for the results.
   6. AMBOSS assumes no liability whatsoever for the content of third-party sites and their availability, even if such content is linked to or embedded in www.amboss.com and/or its subpages.
2. Availability of the AMBOSS Program. AMBOSS will make reasonable efforts to keep the AMBOSS Program available at least 99.1% in relation to the calendar year. This percentage refers to the period outside of planned unavailabilities. Planned unavailabilities are the daily update and maintenance times (between 9 and 11pm EST) during which the AMBOSS Program may be temporarily unavailable or only available to a limited extent, or other foreseeable maintenance time indicated in advance.  
3. Warranty. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, AMBOSS MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY MATTER WHATSOEVER.  AMBOSS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY OF DATA, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR FROM USAGE OF TRADE.
4. Limitation of Liability. AMBOSS SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, OR OTHER INFORMATION PROVIDED THROUGH AMBOSS OR BY DELAYS IN OR INTERRUPTIONS OF ACCESS TO THE AMBOSS PROGRAM. IN NO EVENT SHALL AMBOSS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, OR LOST SAVINGS, INCURRED BY CLIENT OR ANY THIRD PARTY, EVEN IF AMBOSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INY ANY CASE, THE TOTAL LIABILITY OF AMBOSS FOR ALL CLAIMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE USE OF AMBOSS OR ANY OTHER SERVICES UNDER THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY THE INSTITUTIONAL PARTNER TO AMBOSS UNDER THE AGREEMENT UP TO TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

1. User Data. The use of the AMBOSS Program involves the processing of personal data of Authorized Users. This data processing is carried out on the basis of the AMBOSS Terms of Use and therefore in AMBOSS's own name and under its own responsibility; data processing on behalf of the Institutional Partner does not take place in this respect. Specifics may apply if the Institutional Partner uses the additional functions of the Educator Tools; in this case, AMBOSS and the Institutional Partner may agree on joint controllership of personalized usage data separately. For more information on the processing of personal data by AMBOSS see www.amboss.com/us/legal/privacy.
2. Confidentiality. The Parties shall treat all information and documents disclosed by the other Party within the scope of the Agreement as confidential. The same applies with regard to the contents and conditions of this Agreement. These confidentiality obligations shall also apply after termination of the Agreement.
3. Miscellaneous.
   1. This Agreement represents the entire understanding of the Parties in relation to the subject matter hereof and supersedes all prior agreements, negotiations, understandings, representations, statements and writings between the Parties relating thereto. Amendments or supplements to this Agreement must be made in text form and signed by an authorized representative to be effective. The same applies to any waiver of any provision herein; a waiver may not be inferred through course of performance.
   2. Any purchase order or other instrument that the Institutional Partner may use for licensing the AMBOSS Program is for its internal purposes only and shall not amend any provision of this Agreement..
   3. AMBOSS reserves the right to modify, suspend, or discontinue all or any part of the AMBOSS Program at any time (which may lead to a pro rata refund). The Institutional Partner may not assign or transfer, directly or indirectly, all or parts of its rights or obligations under this Agreement without the prior written consent of AMBOSS.
   4. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws rules. Any controversy arising out of or relating to this Agreement shall be brought in the federal or state courts located in the State of New York and the Parties hereby consent to the jurisdiction of such courts. The foregoing choice of law and forum designation will not apply if compliance would violate (1) any law, regulation, or official governmental policy, or (2) any bylaw or equivalent governing instrument of the Institutional Partner. The United Nations Convention on Contracts for the International Sale of Goods does not apply.