Software Vendor User Agreement

 

Terms and Conditions of Use for Software Vendors
Nutrition Care Process Terminology (formerly IDNT), Abbreviations and Codes


Please read these Terms and Conditions before installing or using the Nutrition Care Process (NCP) Terminology. By either uploading or using as free-form text, any of the Terminology, Abbreviations and/or Codes, e.g., ANDUID or Alpha-numeric, to your electronic health records or system, you the “Vendor”, assent to the following Terms and Conditions.
  1. Permissions Granted

    The Academy makes available the limited and conditional non-exclusive right to the Vendor subscriber to transcribe, copy and use the Terminology, Abbreviations and/or Codes in Vendor’s computer software. Without limiting the foregoing, Vendor shall not, except as otherwise provided herein, install or configure the Terminology, Abbreviations and/or Codes other than in accordance with the Academy’s specifications or modify, enhance or create derivative works of the Terminology, Abbreviations and/or Codes. Vendor, including its customers who have purchased the Vendor’s computer software, are permitted a license granted under these Terms and conditions.

    The Terminology, Abbreviations and/or Codes are protected by copyright under both the United States and foreign laws. Title to the content remains with the Academy. Any use of the Terminology, Abbreviations and/or Codes not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and a violation of copyright, trademark and other laws. If you violate these Terms and Conditions, your permission to use the Terminology, Abbreviations and/or Codes automatically terminates and you must immediately destroy any copies you have made of any portion of the Terminology, Abbreviations and/or Codes.
     
  2. Term

    The Terminology, Abbreviations and/or Codes of eNCPT, is an annual subscription that ends one year from the initial subscription date. Users must subscribe annually to access the updated Terminology, Abbreviations and/or Codes.
     
  3. Representations/Indemnifications

    The Academy warrants that nothing in Terminology, Abbreviations and/or Codes is subject to any claims of infringement or misappropriation by any third party. To the extent that any third party may claim rights in or to the Terminology, Abbreviations and/or Codes, the Academy will indemnify and hold harmless Vendor for any costs, expenses or amounts arising from such claim, including all amounts expended in attorney fees, or alternatively shall assume the defense of such claims.

    Vendor warrants that any use, transcription, publication or copies of materials taken or adapted from the Terminology, Abbreviations and/or Codes shall be a true and accurate representation of such materials. To the extent that any claims should arise as a result of any inaccuracies or mistakes on account of Vendor’s negligence, Vendor shall assume the defense of such claims and shall indemnify and hold harmless the Academy for any costs, expenses, or amounts that the Academy may incur, including reasonable attorneys’ fees.

    The foregoing indemnities are conditioned on prompt written notice of any claim, action or demand for which indemnity is claimed; complete control of the defense and settlement thereof by the indemnifying party; and cooperation of the indemnified party in such defense.
     
  4. Limitation of Liability

    To the maximum extent permitted by applicable law, in no event shall the Academy be liable to Vendor for any indirect, special, incidental, consequential, punitive, or exemplary damages (including damages related to delays, loss of data, interruption of service or loss of use, business, revenue, or profits) in connection with this agreement, use or inability to use the publication and terminology, under any legal theory, even if the Academy has been advised of the possibility of such damages. In no event shall the Academy be liable for any third party claim. Liability for damages shall be limited and/or excluded as provided in these Terms and Conditions, even if any exclusive remedy provided for in these Terms and Conditions fails of its essential purpose. The Academy’s total liability to Use and Vendor’s exclusive remedy for any actual or alleged damages arising out of, based on or related to this agreement, whether based in contract, tort (including negligence), warranty or any other legal theory, shall be limited to the amount of license fees (if any) actually paid by Vendor during the term of this subscription.
     
  5. Intellectual Property Rights

    The Academy shall retain all right, title and interest, including copyright and intellectual property rights, in and to the Terminology, Abbreviations and/or Codes. Except for the Vendors rights expressly granted in Section I, no express or implied license, right or interest in or to any intellectual property of the Academy is conferred by this document. Vendor shall not remove any proprietary rights notice from the Terminology, Abbreviations and/or Codes. Vendor agrees to reproduce the appropriate copyright notices and symbols in all written and displayed versions of the Terminology, Abbreviations and/or Codes. Any portion of the Terminology, Abbreviations and/or Codes merged into or used in conjunction with any other work will continue to be the property of the Academy and subject to the Terms and Conditions of this document.

    Vendor shall not use, or cause to permit to be used by any person, any logo, trademarks, service marks, trade names or copyrights of the Academy without the Academy’s prior written consent, other than the limited uses authorized in these Terms and Conditions.

    All rights in the Terminology, Abbreviations and/or Codes, whether now existing or which may hereafter come into existence which are not specifically granted to Vendor in this document, are reserved by the Academy. All subsidiary rights are held by the Academy unless negotiated in written agreement by all parties concerned.
     
  6. Governing Law

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  7. Complete Agreement

    These Terms and Conditions constitute the entire agreement between you and the Academy with respect to the use of the Nutrition Care Process Terminology, Abbreviations and/or Codes. Questions or comments regarding the Terminology, Abbreviations and/or Codes should be sent to:

    Academy of Nutrition and Dietetics
    Attn: NCP
    120 S. Riverside, Plaza, Suite 2000
    Chicago, IL 60606
    E-mail: ncp@eatright.org
2016 EDITION